Terms of Service.

1. About these terms

These Terms of Service (the “Terms”) form a binding contract between you and Kellys (“Kellys”, “we”, “us”, “our”). By creating an account, accessing the website at kellys.ai, or otherwise using any part of the Kellys platform (the “Service”), you confirm that you have read, understood and agree to be bound by these Terms and by our Privacy Policy, Cookie Policy and AI Disclaimer, each of which is incorporated into these Terms by reference. If you do not agree to any part of these Terms, you must not use the Service.

Kellys is currently operated by its founder as a sole trader based in England. The trading name “Kellys” may be transferred to a limited company on incorporation; on transfer, the new entity will assume these Terms and we will notify you in accordance with section 14 (Variation). Our contact address for legal notices is hello@kellys.ai.

2. The Service

The Service is exam-preparation practice software for candidates preparing for the Solicitors Regulation Authority’s SQE2 assessment. It uses artificial-intelligence models (currently provided by Anthropic, OpenAI and ElevenLabs) to generate practice feedback on written and oral attempts that you submit. The Service is software, not a legal service.

Important credential disclosure. The founder of Kellys is a solicitor candidate who has passed SQE1 and SQE2 and is awaiting a qualifying training period. The founder is not a solicitor regulated by the Solicitors Regulation Authority, is not holding themselves out as one, and does not provide reserved legal activities through the Service. Nothing on the Service constitutes legal advice, and using the Service does not create a solicitor-client relationship. If you require legal advice you should consult a regulated solicitor.

3. Eligibility

You must be at least 18 years old to use the Service. The Service is designed for users physically located in, or preparing for the legal profession of, England and Wales. Where you access the Service from outside the United Kingdom you do so on your own initiative and you are responsible for compliance with local laws.

4. Accounts

You must register an account to use most features of the Service. You agree that:

• the information you provide on sign-up (including your email address) is accurate, current and complete and you will keep it up to date;
• each account is personal to you. You will not share your credentials, transfer your account, or permit any third party to access your account;
• you are responsible for all activity that occurs under your account and for keeping your password confidential; and
• you will notify us promptly at hello@kellys.ai if you suspect any unauthorised use of your account.

5. Acceptable use

You agree that you will not, and will not permit any third party to:

• upload, paste or otherwise submit any real client, employer, training-principal or third-party confidential, privileged or personal information to the Service. The Service must be used only with invented or fully anonymised SQE2-style fact patterns;
• use the Service in any way that infringes the privacy, confidentiality, intellectual property or other rights of any third party, or in any way that breaches the Solicitors Regulation Authority Standards and Regulations, the seven Principles, or any duty of confidentiality you owe;
• reverse-engineer, decompile, disassemble, scrape, mirror, frame, crawl, harvest or otherwise attempt to derive the source code, prompts, rubrics or underlying models of the Service, or circumvent any rate-limit, paywall, watermark or technical protection measure;
• resell, sublicense, rent, lease, white-label or otherwise make the Service available to any third party without our prior written consent;
• use the Service to harass, defraud, defame, impersonate or mislead any person, or for any unlawful, fraudulent or misleading purpose;
• introduce any virus, worm, malware, exploit or other harmful code, or perform any denial-of-service, penetration test or vulnerability scan without our prior written authorisation; or
• use the Service to train, fine-tune, evaluate or benchmark any competing artificial-intelligence model, dataset or product.

A breach of this section is a material breach of these Terms and we may suspend or terminate your account immediately under section 12 (Termination).

6. Subscriptions, payments and price changes

Paid plans are billed on a recurring basis through our payments processor Stripe. By starting a paid subscription you authorise us (via Stripe) to charge your nominated payment method the applicable subscription fee at the start of each billing period until you cancel.

• Renewals. Subscriptions renew automatically at the end of each billing period. You can cancel at any time from your account page; cancellation takes effect at the end of the current paid period.
• No pro-rata refund. Subject to section 7 below and to your statutory rights under English law, fees are non-refundable and we do not offer pro-rata refunds for any unused portion of a billing period following cancellation, non-use, suspension under section 12, or downgrade.
• Price changes. We may change subscription prices, plan structures or included usage limits. Where this affects a renewal price you are already paying, we will give you at least 30 days’ notice by email before the change takes effect. If you do not accept the change you may cancel before the next renewal and you will not be charged the new price.
• Taxes. Prices are stated inclusive of VAT where applicable. You are responsible for any taxes that apply because of your location and that are not collected by Stripe or by us.
• Failed payments. If your payment fails we may retry the charge and may suspend your access until payment is received.

7. Consumer cancellation right (Consumer Contracts Regulations 2013)

If you are a consumer (acting outside the course of your trade, business, craft or profession), the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 normally give you 14 calendar days from the start of a digital-content contract to cancel for any reason and receive a refund.

The Service is supplied as digital content. By starting your first AI grading attempt or your first AI oral assessment within the 14-day period, you:

• expressly request that we begin to supply the digital content to you immediately, before the end of the 14-day cancellation period; and
• acknowledge that, in accordance with regulation 37(1)(a) of the Consumer Contracts Regulations 2013, you will lose your right to cancel the contract once performance has begun.

If you do not start an AI grading or oral attempt within 14 days of starting a paid subscription, you may cancel within that period by emailing hello@kellys.ai with the subject “Cancellation” and we will refund the subscription fee in full to your original payment method within 14 days of receipt.

8. AI grading disclaimers

The Service relies on artificial-intelligence models. You agree and acknowledge that, to the maximum extent permitted by law:

• “As is” basis. The Service, and all grades, feedback, transcripts, model answers, rubrics, commentary and other outputs produced by the Service (together, the “AI Output”) are provided on an “as is” and “as available” basis without any warranty, representation or condition of any kind, whether express, implied or statutory, including any warranty of accuracy, completeness, reliability, currency, satisfactory quality, fitness for any particular purpose, non-infringement, uninterrupted operation, or that the Service will be free from errors, defects, viruses or other harmful components.
• Not SRA marking. AI Output is not produced by the Solicitors Regulation Authority, Kaplan or any assessing body. AI Output does not predict, simulate or guarantee any result, mark, pass or fail outcome in the actual SQE2 assessment.
• AI fallibility. Large language models can produce confident-sounding output that is factually wrong, inconsistent, or misapplies legal terms of art. You agree that AI Output is practice feedback only and that you must exercise your own independent professional judgement, and cross-refer to authoritative materials published by the Solicitors Regulation Authority and other recognised providers, before relying on any AI Output.
• Not legal advice. No AI Output, model answer or other content on the Service is legal advice and must not be relied on as such. The Service does not create a solicitor-client relationship.

9. Limitation of liability

This section sets out our entire financial liability to you. Read it carefully.

9.1 Liabilities we do not and cannot limit. Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded under English law, including (where you are a consumer) any of your statutory rights under the Consumer Rights Act 2015 in respect of digital content that is not as described, not of satisfactory quality or not fit for any particular purpose you made known to us before contracting.

9.2 Types of loss we exclude. Subject to section 9.1, we will not be liable to you for any of the following types of loss or damage, whether arising under contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, even if foreseeable:

• loss of profits, revenue, business, contracts or opportunity;
• loss of anticipated savings;
• loss of goodwill or reputation;
• loss of data or information, or cost of recreating it;
• loss arising from a failure to pass, or a delay in qualifying for, the SQE2 or any other professional assessment;
• loss arising from disciplinary or regulatory action taken against you;
• any indirect, consequential, special, exemplary or punitive loss or damage.

9.3 Aggregate cap. Subject to section 9.1, our total aggregate liability to you arising out of or in connection with these Terms or your use of the Service, whether under contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, will not exceed the lesser of: (a) the total subscription fees paid by you to us in the one month immediately preceding the event giving rise to the liability; or (b) one hundred pounds sterling (£100).

9.4 Allocation of risk. You acknowledge that the limitations in this section 9 reflect a fair allocation of risk given the price of the Service and that the Service would not be commercially viable to provide on different terms.

10. Indemnification

You agree to indemnify and hold harmless Kellys, its founder, and its agents, sub-processors and successors in title (each an “Indemnified Party”) on demand against any and all claims, demands, actions, proceedings, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees on an indemnity basis) suffered or incurred by any Indemnified Party arising out of or in connection with:

• your breach of these Terms (including section 5);
• your submission to the Service of any confidential, privileged, personal or third-party information in breach of section 5;
• your infringement of any third party’s intellectual property, confidentiality, privacy or other right;
• your breach of the Solicitors Regulation Authority Standards and Regulations or any duty of confidentiality you owe; or
• your reliance on any AI Output as anything other than practice feedback.

11. Intellectual property

Our rights. We (and our licensors, including Anthropic, OpenAI and ElevenLabs as applicable) own all intellectual-property rights in and to the Service, including the website, the software, the brand, the wordmark, the user interface, the rubrics, the scenarios published by us, the prompts, the model answers we author, and all derivative works. All rights not expressly granted to you are reserved. Nothing in these Terms transfers any of these rights to you.

Your submissions. You retain all intellectual-property rights you already have in the written or spoken attempts you submit (“Submissions”). You grant Kellys a worldwide, non-exclusive, royalty-free, sub-licensable licence (to our sub-processors only, for the limited purposes described in our Privacy Policy) to host, transmit, process and display your Submissions for the purposes of (i) providing the Service to you, (ii) generating AI Output for you, (iii) producing aggregated, non-identifying analytics about the Service, and (iv) complying with our legal obligations.

No training on your Submissions. We will not use your Submissions to train, fine-tune, evaluate or build any artificial-intelligence model, and our sub-processor contracts with Anthropic and OpenAI contractually prohibit those sub-processors from using your Submissions to train their own models. We may use anonymised, non-identifying aggregate signals (for example, average score per rubric criterion across all users) to improve our product.

AI Output ownership. Because the AI Output is generated for you by a third-party AI model on the basis of your Submission, we make no claim of ownership over the AI Output produced specifically for you. The underlying rubrics, prompts, models and template structures remain ours.

12. Termination and suspension

By you. You may cancel your subscription and delete your account at any time from your account page or by emailing hello@kellys.ai. Deletion erases your personal data in accordance with our Privacy Policy and Article 17 of the UK GDPR, subject to the retention periods disclosed there.

By us. We may suspend or terminate your access to the Service immediately and without refund where we reasonably believe that:

• you have breached these Terms (in particular section 5);
• your use of the Service exposes us, our sub-processors or other users to legal, regulatory or security risk;
• you have failed to pay any subscription fee when due; or
• we are required to do so by law, regulation or a court order.

Sections 5, 8 to 11, 13, 15 and 17 survive termination.

13. Force majeure

We will not be liable for any failure or delay in performance of our obligations under these Terms that is caused by an event outside our reasonable control (a “Force Majeure Event”). A Force Majeure Event includes, without limitation: any act, event, non-happening, omission or accident beyond our reasonable control including (a) outages, failures, rate-limiting, model deprecations, content-policy refusals, billing-system failures, regional unavailability or other service degradation by our sub-processors including Anthropic, OpenAI, ElevenLabs, Stripe, Supabase, Vercel, PostHog or Sentry; (b) failure of the public internet, any telecommunications network or any third-party hosting, authentication, payment or analytics provider; (c) acts of government, regulators, courts or public authorities, including new restrictions on artificial-intelligence services; (d) fire, flood, storm, earthquake, pandemic, epidemic or other natural disaster; (e) war, terrorism, civil unrest, riot or industrial action; and (f) any cyber-attack, ransomware, distributed denial-of-service attack or other unauthorised intrusion not caused by our negligence. During a Force Majeure Event our obligations are suspended for so long as the event continues.

14. Variation

We may amend these Terms from time to time. Where the change is material we will notify you by email and update the “Last updated” date at the top of this page at least 14 days before the change takes effect. Your continued use of the Service after the effective date of the change constitutes your acceptance of the amended Terms. If you do not accept the amended Terms you may cancel under section 6.

15. Governing law and jurisdiction

These Terms, their subject matter and their formation (and any non-contractual disputes or claims arising out of or in connection with them) are governed by the laws of England and Wales. You and we both irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms (including any non-contractual disputes or claims). Where you are a consumer resident in another part of the United Kingdom, you also have the benefit of any mandatory provisions of the law of the part of the United Kingdom in which you are resident, and nothing in this section affects those rights.

16. Affiliate and referral disclosure

We operate an affiliate programme. We may pay creators, partners or other third parties (each an “Affiliate”) a commission for users they refer to the Service who register an account or who become paying subscribers. We may set, with each Affiliate, a per-signup payment, a per-conversion payment, or both. Where you arrive at the Service through an Affiliate link containing a referral code (a ?ref=… URL parameter), we set a first-touch attribution cookie for up to 90 days as described in our Cookie Policy. Affiliates are required by their contract with us to disclose their commercial relationship with Kellys on every promotional post, in accordance with the UK Advertising Standards Authority and CAP Code requirements.

17. General

• No partnership or agency. Nothing in these Terms creates any partnership, joint venture, agency, employment or fiduciary relationship between you and us.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, the remainder of these Terms will remain in full force and effect.
• No waiver. Our failure to enforce any provision is not a waiver of that provision.
• Assignment. You may not assign these Terms. We may assign these Terms (for example, on incorporation of Kellys as a limited company or on a sale of the business) to any successor in title.
• Third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms, save that the Indemnified Parties listed in section 10 may enforce section 10 directly.
• Entire agreement. These Terms, together with our Privacy Policy, Cookie Policy and AI Disclaimer, form the entire agreement between you and us in respect of the Service.

18. Contact

Questions or notices under these Terms should be sent to hello@kellys.ai.