Platform Terms

In these Platform Terms:

"Correm", "we", "us", "our"

means Crumb Topco Ltd, a company incorporated in England and Wales.

"Platform"

means the Correm software platform and related services, including the Site, the matching engine, billing and matter management infrastructure, and the Morsel AI agent.

"Company"

means a business that uses the Platform to engage a Lawyer.

"Lawyer"

means an independent legal practitioner who uses the Platform to provide legal services to Companies.

"Engagement"

means the legal services contract formed between a Company and a Lawyer in respect of specified legal work.

"Platform Fee"

means the infrastructure fee payable to Correm by the Lawyer in respect of invoices generated through the Platform, as set out in Part C.

Correm is not a law firm and is not authorised or regulated by the Solicitors Regulation Authority or any other legal services regulator. Correm does not provide legal advice or legal services and does not undertake any reserved legal activity within the meaning of the Legal Services Act 2007.

Each Lawyer on the Platform is an independent legal practitioner, separately regulated by the relevant authority for the jurisdiction in which they practise. The Lawyer is solely responsible for the legal advice they provide, the manner in which they provide it, their compliance with applicable regulatory obligations (including conflict checks, anti-money-laundering, and professional indemnity insurance), and any outcome of the legal work.

Correm gives no warranty, express or implied, as to the quality, suitability, timeliness or outcome of any legal services provided by any Lawyer on the Platform.

Three contracts exist when a Company engages a Lawyer through the Platform:

• The Engagement between the Company and the Lawyer — the legal services contract under which the Lawyer agrees to perform the legal work. Correm is not a party to this contract.
• These Platform Terms between the Lawyer and Correm — governing the Lawyer's use of the Platform.
• These Platform Terms between the Company and Correm — governing the Company's use of the Platform.

The Engagement governs the legal work, the fees the Company pays for that work, and the Lawyer's professional obligations. Correm is not responsible for the Engagement or its performance.

You agree not to use the Platform to:

• breach any applicable law, regulation or professional rule;
• infringe the intellectual property or other rights of Correm or any third party;
• upload or transmit any unlawful, defamatory, harassing, discriminatory, fraudulent or misleading content;
• circumvent the Platform's billing, matching or fee arrangements (see clause B5 on disintermediation);
• introduce malware, scrape data, or interfere with the operation of the Platform; or
• attempt, encourage or assist any of the above.

You may use the Platform to identify, engage and instruct an independent Lawyer for legal work. The matching engine may suggest one or more Lawyers based on the brief you provide; the decision to engage any particular Lawyer is yours alone.

Once you confirm engagement of a Lawyer, an Engagement is formed between you and that Lawyer on the terms set out in the engagement letter issued by the Lawyer. Correm is not a party to the Engagement and does not negotiate, vary or guarantee its terms.

Lawyers set their own rates. The total amount payable by you to the Lawyer (the "Client Rate") is shown in the Lawyer's engagement letter and invoice. The Client Rate includes both the Lawyer's take-home component and the Platform Fee (which is paid by the Lawyer to Correm — you do not pay Correm directly).

Invoices are issued by the Lawyer and paid via the Platform using Stripe Connect. Payment terms are set out in the engagement letter and on each invoice. Late payment may attract interest under the Late Payment of Commercial Debts (Interest) Act 1998.

Correm provides:

• the matching engine, the matter management software, billing infrastructure and analytics dashboards;
• access to the Morsel AI agent and other tooling deployed by the Lawyer with your consent; and
• a customer-care function to handle queries about the Platform itself.

Correm does not:

• provide legal advice or legal services;
• warrant the quality, accuracy or outcome of any work performed by a Lawyer;
• resolve disputes between you and the Lawyer about the legal work itself (these are governed by the Engagement and the Lawyer's regulator's complaints process); or
• act as the merchant of record for the Lawyer's services — the Lawyer is the merchant of record for the legal work; Correm is the merchant of record only in respect of the Platform Fee paid by the Lawyer.

Information you share with the Lawyer through the Platform is subject to the Lawyer's professional duty of confidentiality. Correm processes data on behalf of the Lawyer in its capacity as a data processor; the Lawyer is the data controller for the work-related personal data of you and your contacts. See our Privacy Policy for further detail.

This is a material term. If you (or a related entity) hire a Lawyer on a permanent, fixed-term or consultancy basis after first engaging that Lawyer through the Platform, an introduction fee is payable to Correm. This protects the investment Correm makes in sourcing, qualifying and matching Lawyers to your business.

You agree that:

Definition

If, within twelve (12) months of you first engaging a Lawyer through the Platform (whether or not that Engagement is ongoing at the relevant time), you, any group company, any successor or any related entity employs, retains or otherwise engages that Lawyer outside the Platform — including on a permanent, fixed-term, contract, secondment, consultancy or any other basis ("Off-Platform Hire") — you will pay Correm an introduction fee.

Fee

The introduction fee is 20% of the Lawyer's first-year total compensation (the "Recruitment Fee"). For salaried roles, "total compensation" means base salary plus any contractually guaranteed bonus, signing bonus and the cash equivalent of equity awarded in respect of the first 12 months. For contract or consultancy roles, "total compensation" means the total fees payable to the Lawyer (or any entity they invoice through) in respect of the first 12 months.

Notification

You will notify Correm in writing at kenzo@correm.ai within ten (10) business days of any Off-Platform Hire, providing the role title, start date and total compensation details required to calculate the Recruitment Fee.

Payment

The Recruitment Fee is invoiced by Correm and is payable within thirty (30) days of the invoice date. VAT is payable in addition where applicable.

No reduction for prior Platform fees

The Recruitment Fee is in addition to, and not reduced by, any Platform Fee already paid in respect of work performed by the Lawyer through the Platform.

Anti-avoidance

This clause applies whether the Off-Platform Hire is direct or indirect, including via a personal service company, recruitment agency, subsidiary, group company or other intermediary. It also applies where the Lawyer is hired into a different role or for different work than was engaged through the Platform.

Survival

This clause survives termination of these Platform Terms and continues to apply for twelve (12) months after your last Engagement with the relevant Lawyer through the Platform.

This clause is a genuine pre-estimate of the loss Correm suffers from the disintermediation of its sourcing and matching infrastructure and is not a penalty.

You may close your Company account at any time. Termination does not affect any Engagement already in progress (which continues to be governed by the engagement letter with the Lawyer) and does not affect accrued obligations including under clause B5.

To use the Platform as a Lawyer, you warrant that you are:

• currently authorised to provide legal services in at least one jurisdiction, with your authorisation in good standing;
• compliant with the regulatory requirements of your authorising body (including, where applicable, the Solicitors Regulation Authority, the Bar Standards Board, or an equivalent authority in another jurisdiction);
• covered by professional indemnity insurance at the level required by your regulator; and
• operating as an independent contractor — not as an employee, partner or agent of Correm.

You will notify Correm promptly if any of the above ceases to be true.

You contract directly with Companies on terms set out in your engagement letter. You are solely responsible for the legal advice you give, the manner in which you give it, compliance with your professional obligations, conflict checks, anti-money-laundering checks where applicable, and the outcome of the work. Correm does not supervise, direct or guarantee your work.

Fees are deducted by Correm from invoice payments received via Stripe Connect, with the balance remitted to you. Fees may be varied on 30 days' notice; variations do not affect Engagements already in progress at the date of notice.

You agree that work you record on the Platform — matters, time entries, invoices, clauses identified by Morsel, and similar workflow records — may be processed by Correm to:

• operate the Platform and provide the services described in these terms;
• improve the matching engine and other Platform features; and
• train and improve Correm's AI tooling, but only in aggregated and anonymised form. Personal data of your clients, your clients' contacts, or any individual is not used to train AI models. Confidential client work product, deal-specific terms, identifying counterparty information, and any other data that could identify a person, transaction or matter is excluded from training data.

This aggregated, non-personal data may include reasoning patterns (which rules fired, which were overridden), workflow patterns (how matters progress on the Platform), and structural features of contracts (e.g. that "a clause was flagged as non-market in X% of matters of this type") — never the underlying confidential content of a specific matter or client.

Nothing in these terms creates an employment relationship, partnership, joint venture or agency between you and Correm. You are responsible for your own tax, national insurance, VAT registration where applicable, and any other obligations arising from your independent practice.

You may close your Lawyer account at any time on 30 days' notice. Correm may suspend or terminate your account immediately if:

• your professional authorisation is suspended, revoked or made subject to material conditions;
• you breach these terms in any material respect;
• you breach any law or regulatory requirement; or
• Correm reasonably believes that continued access poses a risk to other users, to clients, or to the integrity of the Platform.

Termination does not affect accrued obligations, including in respect of Platform Fees on completed work and the data provisions in clause C4.

Nothing in these Platform Terms limits or excludes Correm's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.

Subject to that, and to the maximum extent permitted by law:

• Correm is not liable for the legal advice or services provided by any Lawyer, or the outcome of any matter;
• Correm is not liable for any loss arising from the engagement, conduct or competence of a Lawyer, or from any dispute between a Company and a Lawyer;
• Correm's total aggregate liability to any user in any 12-month period is capped at the greater of (i) the fees paid to Correm by that user in the preceding 12 months and (ii) £5,000; and
• Correm is not liable for any indirect, consequential or special losses, loss of profit, loss of business, loss of goodwill or loss of data.

Each user agrees to indemnify Correm against any claim brought by a third party arising from that user's breach of these Platform Terms, breach of law, or wrongful conduct on the Platform.

These Platform Terms are governed by the laws of England and Wales. Any dispute or claim arising out of or in connection with them will be subject to the exclusive jurisdiction of the courts of England and Wales.

We may vary these Platform Terms on 30 days' notice posted on the Site or sent to your registered email address. Continued use of the Platform after the effective date of variation constitutes acceptance of the revised terms. We will not vary clause B5 (disintermediation) retrospectively in respect of Lawyers already engaged through the Platform before the variation takes effect.

Severability

If any provision is held invalid or unenforceable, the rest of these terms continue in full force and effect.

No waiver

A failure to enforce a provision is not a waiver of that or any other provision.

Third-party rights

Save as expressly stated, no third party has any right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

Notices

Notices to Correm should be sent to kenzo@correm.ai. Notices to users will be sent to the registered email address on the account.

Assignment

We may assign our rights and obligations under these terms to a successor entity. You may not assign yours without our written consent.

Crumb Topco Ltd, trading as Correm. Questions about these Platform Terms: kenzo@correm.ai.