Terms and Conditions

Date of last revision: 12 July 2026

1. About These Terms

These Terms and Conditions govern your access to and use of the ClauseWatch website and any related services, features or content made available through it, together referred to in these Terms and Conditions as the “Website”.

By accessing or using the Website as a visitor, registered user or contributor, you agree to be bound by these Terms and Conditions.

If you do not agree to these Terms and Conditions, you must not use the Website.

2. About Us

The Website is operated by ClauseWatch Ltd (“ClauseWatch”, “we”, “us” or “our”).

Registered office
31 Pearce Drive
Faringdon
Oxfordshire
SN7 7ND

ICO registration number: ZC183847

Contact email: nigel@dda.law

3. Purpose of the Website

ClauseWatch is an independent educational and knowledge-sharing platform intended to encourage discussion, analysis and understanding of:

• contractual provisions;
• risk allocation;
• claims;
• dispute avoidance and resolution;
• procurement;
• professional practice; and
• related issues arising in construction, engineering, infrastructure, energy, property and associated sectors.

The Website is intended to support professional learning, debate, research and knowledge-sharing.

4. No Legal or Professional Advice

The Website and all content made available through it are provided for general information, education and discussion only.

Nothing on the Website constitutes:

• legal advice;
• surveying advice;
• adjudication advice;
• arbitration advice;
• expert determination advice;
• procurement advice;
• investment advice;
• tax advice;
• commercial advice;
• technical advice; or
• any other form of professional advice.

The Website is not a substitute for advice from an appropriately qualified professional who has considered the relevant facts and circumstances.

You should obtain independent professional advice before acting, or refraining from acting, on the basis of material published on the Website.

The Website is not intended to be relied upon as a substitute for independent professional advice. You are responsible for evaluating the accuracy, completeness, currency and relevance of any content before acting or refraining from acting on it.

Any reliance placed on content published on the Website is at your own risk.

5. Access to the Website

Access to the Website is provided on a temporary and discretionary basis.

We may, at any time and without prior notice:

• modify the Website;
• change or remove features;
• suspend access to all or part of the Website;
• withdraw or restrict content;
• require registration for specified services;
• limit access by particular users;
• discontinue services; or
• discontinue the Website entirely.

We do not guarantee that the Website, or any content on it, will always be available or uninterrupted.

We will not be liable merely because the Website or any part of it is unavailable, except to the extent that liability cannot lawfully be excluded.

6. User Accounts

Where account registration is available, you must:

• provide accurate, complete and current information;
• keep your login and security details confidential;
• take reasonable steps to prevent unauthorised access to your account;
• remain responsible for activity carried out through your account; and
• notify us promptly if you become aware of unauthorised access, loss of credentials or any security breach.

You must not:

• create an account using false or misleading information;
• impersonate another person or organisation;
• permit another person to use your account;
• create multiple accounts to evade restrictions; or
• use another person’s account without authority.

We may suspend, restrict or terminate an account where we reasonably believe that:

• these Terms and Conditions have been breached;
• the account has been compromised;
• the account is being used unlawfully or improperly;
• continued access may create legal, security or operational risk; or
• suspension or termination is otherwise reasonably necessary to protect ClauseWatch, its users or third parties.

7. Acceptable Use

You must use the Website lawfully, responsibly and in a manner consistent with its legitimate purpose.

You must not:

• breach any applicable law or regulation;
• upload, publish or transmit unlawful material;
• upload defamatory, abusive, threatening, discriminatory, harassing or seriously offensive material;
• infringe intellectual property rights;
• breach confidentiality obligations;
• disclose legally privileged information without proper authority;
• disclose personal information unlawfully;
• misrepresent your identity, qualifications, experience or authority;
• publish misleading, deceptive or fraudulent content;
• submit material that you know, or ought reasonably to know, is false, misleading or materially inaccurate;
• attempt to gain unauthorised access to the Website, any server, database or user account;
• interfere with the operation, security or integrity of the Website;
• introduce viruses, malware, ransomware, worms, trojans or other harmful code;
• carry out denial-of-service attacks;
• probe, scan or test the vulnerability of the Website without written authority;
• scrape, harvest, copy or extract Website content by automated means contrary to these Terms and Conditions;
• use bots, crawlers or automated systems in a manner that imposes an unreasonable burden on the Website;
• use the Website or its content to train, test or develop an artificial intelligence or machine-learning system without our prior written permission;
• remove, obscure or alter copyright, attribution or proprietary notices;
• use the Website in a way that falsely suggests endorsement, sponsorship or association with ClauseWatch; or
• use the Website in any manner likely to damage its operation, security, reputation or legitimate purpose.

We may investigate suspected misuse and take any action we reasonably consider appropriate, including restricting access, removing content, suspending accounts and reporting suspected unlawful activity to the relevant authorities.

8. Intellectual Property Rights in the Website

Except where otherwise stated, ClauseWatch or its licensors own or control all intellectual property rights in the Website and its underlying materials, including:

• text;
• graphics;
• logos;
• branding;
• design elements;
• databases;
• software;
• taxonomies;
• compilations;
• classifications;
• metadata; and
• other Website content.

Those rights are protected by copyright, database rights, trade mark law and other intellectual property laws.

Subject to these Terms and Conditions, you may:

• view Website content;
• download reasonable extracts for personal or internal professional reference; and
• print reasonable extracts for your own non-commercial use.

You must not, without our prior written permission:

• reproduce substantial parts of the Website;
• systematically extract or reuse Website content;
• republish Website content for commercial purposes;
• sell, license or commercially exploit Website content;
• create a competing database or knowledge platform using Website content;
• modify content in a misleading manner;
• remove attribution or proprietary notices;
• frame or mirror the Website; or
• use Website content in a way that implies endorsement by ClauseWatch where none exists.

9. Contributor Content

9.1 Ownership

Unless expressly agreed otherwise in writing, contributors retain ownership of copyright and other intellectual property rights in material they submit to ClauseWatch, referred to in these Terms and Conditions as “Contributor Content”.

Nothing in these Terms and Conditions transfers ownership of Contributor Content to ClauseWatch.

9.2 Licence for unpublished Contributor Content

By submitting Contributor Content, you grant ClauseWatch a worldwide, non-exclusive, royalty-free licence to:

• receive, store and reproduce it;
• review and assess it;
• edit, format, annotate, abridge, summarise and categorise it;
• communicate with you about it;
• undertake legal, editorial, technical and quality-assurance checks;
• retain records relating to the submission; and
• exercise any other rights reasonably necessary to administer the submission and decide whether to publish it.

Where Contributor Content is not published, this licence continues only for as long as reasonably necessary to:

• review and administer the submission;
• maintain appropriate editorial and legal records;
• resolve any complaint, dispute or rights issue;
• comply with legal or regulatory obligations; or
• establish, exercise or defend legal claims.

ClauseWatch will not publish unpublished Contributor Content without deciding to accept it for publication or otherwise obtaining any further permission required by law or agreement.

9.3 Licence for published Contributor Content

Where Contributor Content is accepted for publication, you grant ClauseWatch a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and transferable licence, with the right to sub-license where reasonably necessary, to:

• publish, republish and communicate it to the public;
• reproduce, store and distribute it;
• edit, format, annotate, abridge, summarise and categorise it;
• archive and preserve it;
• include it in databases, compilations, taxonomies, knowledge libraries, knowledge bases and research materials;
• create and publish metadata, classifications, summaries, extracts and cross-references;
• distribute it through the Website, newsletters, associated platforms and promotional materials;
• use it for editorial, educational, research, archival and knowledge-management purposes; and
• exercise any other rights reasonably necessary to operate, maintain, develop and promote ClauseWatch.

This licence shall continue after:

• closure of the contributor’s account;
• withdrawal from ClauseWatch;
• termination of access to the Website;
• a request to remove the Contributor Content; or
• the end of any relationship between the contributor and ClauseWatch.

This continuing licence is subject to applicable law, including data protection law, and does not prevent ClauseWatch from agreeing to amend, restrict or remove content in an appropriate case.

9.4 Moral rights and attribution

Where applicable, contributors retain any moral rights that cannot lawfully be waived.

To the extent permitted by law, contributors consent to ClauseWatch:

• editing, abridging, formatting and adapting Contributor Content;
• determining the form and prominence of attribution;
• correcting errors;
• changing titles, headings and presentation;
• publishing extracts or summaries; and
• combining Contributor Content with related material.

ClauseWatch will normally attribute published Contributor Content using the contributor details agreed or approved for publication.

ClauseWatch will not knowingly edit Contributor Content in a way that materially misrepresents the contributor’s views.

9.5 Editorial archive and knowledge base

ClauseWatch is intended to operate as a long-term professional knowledge resource and editorial archive.

ClauseWatch may retain published Contributor Content indefinitely as part of its editorial archive and knowledge base, including where a contributor subsequently closes an account, withdraws from ClauseWatch or requests removal of the content.

Published Contributor Content may be retained and remain accessible indefinitely where reasonably necessary for:

• editorial continuity;
• education;
• research;
• archiving;
• historical reference;
• legal compliance;
• dispute management; or
• operational integrity.

The fact that a contributor ceases to participate in ClauseWatch does not, by itself, require removal of previously published content.

9.6 Automated analysis and artificial intelligence

Contributor Content may be processed using automated tools, including artificial intelligence and machine-learning systems, for purposes connected with the operation, development and improvement of ClauseWatch.

This may include:

• indexing;
• categorisation;
• tagging;
• classification;
• summarisation;
• cross-referencing;
• search;
• editorial review;
• quality assurance;
• duplication detection;
• topic identification;
• knowledge management;
• identifying related clauses, cases, commentary or concepts; and
• improving Website functionality.

ClauseWatch may create and publish:

• metadata;
• classifications;
• summaries;
• search results;
• cross-references;
• recommendations;
• insights; and
• other outputs derived from Contributor Content.

Unless expressly agreed otherwise with the contributor, the licence granted under these Terms does not authorise ClauseWatch to sell Contributor Content as a standalone dataset to third parties for the purpose of training unrelated general-purpose artificial intelligence models.

ClauseWatch will not use Contributor Content for purposes materially unrelated to the operation, development, maintenance, research, promotion or archival functions of ClauseWatch without obtaining any further permission required by law or agreement.

Nothing in this section prevents ClauseWatch from using Contributor Content, or outputs derived from Contributor Content, for search, classification, editorial, educational, research, knowledge-management or archival purposes in connection with the Website and its development.

9.7 Contributor warranties

By submitting Contributor Content, you confirm that:

• you own it or have all rights and permissions necessary to submit it;
• ClauseWatch’s use of it in accordance with these Terms will not infringe intellectual property rights;
• its publication will not breach any contract;
• its publication will not breach any duty of confidence;
• it does not unlawfully disclose personal information;
• it does not contain confidential information that you are not entitled to disclose;
• it does not contain legally privileged information without proper authority;
• it is not defamatory or unlawful;
• it is not knowingly or recklessly false or materially misleading;
• it complies with applicable law and professional obligations; and
• any factual claims presented as facts are made honestly and on a reasonable basis.

You must notify us promptly if you become aware that any Contributor Content may breach these warranties.

9.8 Editorial discretion

Submission of Contributor Content does not create any obligation on ClauseWatch to review or publish it.

ClauseWatch retains editorial discretion, subject to applicable law, to:

• accept or reject submissions;
• request amendments;
• edit or abridge content;
• correct errors;
• anonymise or redact material;
• alter titles, headings and formatting;
• determine attribution;
• categorise or classify content;
• restrict access;
• postpone publication;
• archive content;
• withdraw content; and
• remove content.

The exercise of editorial discretion does not, by itself, terminate any licence that continues under these Terms and Conditions.

10. Content Removal and Complaints

You may contact us if you believe that content on the Website:

• infringes your intellectual property rights;
• breaches confidentiality;
• unlawfully discloses personal information;
• is defamatory;
• is unlawful; or
• should otherwise be reviewed.

You should provide sufficient information to identify the relevant content and explain the basis of your concern.

We may:

• request further information;
• restrict access temporarily;
• edit, redact or remove content;
• seek comments from the contributor;
• decline to take action; or
• take any other step we reasonably consider appropriate.

Nothing in this section requires ClauseWatch to remove content where continued publication is lawful and justified.

11. Accuracy and Availability of Information

We may take reasonable steps to maintain the Website and its content, but we do not guarantee that:

• content is accurate;
• content is complete;
• content is current;
• content is suitable for any particular purpose;
• content reflects the latest legal or professional developments;
• content is free from error; or
• the Website will be free from defects, delays or interruptions.

Users are responsible for checking the accuracy, currency and relevance of information before relying on it.

12. Contributor and Third-Party Content

Views expressed by contributors are their own and do not necessarily reflect the views of ClauseWatch.

ClauseWatch does not endorse Contributor Content merely because it is published on the Website.

We are not responsible for the accuracy, completeness, reliability or legality of Contributor Content, except to the extent that responsibility cannot lawfully be excluded.

13. Links to and from the Website

You may link to the Website provided that:

• the link is lawful and fair;
• the link does not damage our reputation;
• the link does not imply endorsement, approval or association where none exists;
• the link does not frame the Website without permission; and
• the linking website does not contain unlawful or seriously objectionable material.

We may withdraw permission to link to the Website at any time.

The Website may contain links to websites or services operated by third parties.

Those links are provided for information and convenience only.

ClauseWatch does not control and is not responsible for:

• third-party websites;
• third-party content;
• third-party security;
• third-party availability; or
• third-party privacy practices.

14. Security

You must not knowingly introduce malicious code or attempt to compromise the Website.

You must not attempt to gain unauthorised access to:

• the Website;
• any server connected to the Website;
• any database connected to the Website;
• any user account; or
• any related system or network.

We may report suspected unlawful or unauthorised activity to law-enforcement agencies, regulators, hosting providers or other appropriate bodies.

15. Suspension and Termination

We may suspend, restrict or terminate your access to the Website where we reasonably believe that:

• you have breached these Terms and Conditions;
• your use presents a legal, security or reputational risk;
• your account has been compromised;
• suspension is necessary to protect other users or third parties;
• we are required to do so by law or a competent authority; or
• continued access is no longer operationally appropriate.

On termination:

• your right to use the Website will cease;
• we may disable or remove your account;
• provisions intended to continue after termination will remain in force; and
• licences granted in respect of published Contributor Content will continue in accordance with section 9.

16. Limitation of Liability

Nothing in these Terms and Conditions excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot lawfully be excluded or limited; or
• any other matter for which exclusion or limitation is prohibited by law.

Subject to the above, and to the fullest extent permitted by law:

• the Website is provided on an “as is” and “as available” basis;
• we exclude implied warranties, conditions and terms to the extent permitted by law; and
• we will not be liable for any loss or damage arising out of or in connection with your use of, reliance on, inability to use or interruption of the Website, except where such liability cannot lawfully be excluded or limited.

Where you use the Website for business or professional purposes, we will not be liable for:

• loss of profit;
• loss of revenue;
• loss of business;
• loss of contracts;
• loss of opportunity;
• loss of anticipated savings;
• loss of goodwill;
• loss or corruption of data; or
• indirect or consequential loss.

Nothing in these Terms affects any statutory rights that cannot lawfully be excluded or limited.

17. Indemnity for Contributor Breaches

Where you submit Contributor Content in the course of a business, profession or trade, you agree to indemnify ClauseWatch against reasonable losses, liabilities, costs and expenses arising from a third-party claim caused by your material breach of the warranties in section 9.7.

This indemnity does not apply to the extent that the loss was caused by ClauseWatch’s own unauthorised alteration or misuse of the Contributor Content.

18. Privacy

We process personal information in accordance with the ClauseWatch Privacy Notice.

The Privacy Notice explains:

• what personal information we collect;
• how we use it;
• the lawful bases on which we process it;
• how long we retain it; and
• the rights available to individuals.

19. Changes to the Website

We may, at any time:

• modify the Website;
• change features;
• add or remove content;
• change access arrangements;
• introduce new services; or
• discontinue services.

Where reasonably practicable, we may provide notice of material changes, but we are not obliged to do so unless required by law.

20. Changes to These Terms

We may amend these Terms and Conditions from time to time.

Any revised version will be published on the Website with an updated revision date.

Where changes are material, we may provide additional notice where reasonably appropriate.

Your continued use of the Website after revised Terms and Conditions take effect constitutes acceptance of the revised Terms, except where applicable law requires a different form of agreement.

21. Transfer of Rights

We may transfer our rights and obligations under these Terms and Conditions to another organisation where reasonably necessary in connection with:

• a corporate reorganisation;
• a sale or transfer of the Website or business;
• a merger;
• an investment transaction; or
• another legitimate business purpose.

Any transfer will not reduce your rights under these Terms and Conditions.

You may not transfer your rights or obligations under these Terms and Conditions without our prior written consent.

22. No Waiver

If we do not enforce a provision of these Terms and Conditions immediately, that does not mean that we have waived our right to enforce it later.

A waiver is effective only if given in writing.

23. Severability

If any provision of these Terms and Conditions is found to be invalid, unlawful or unenforceable, that provision will be treated as modified to the minimum extent necessary to make it valid and enforceable.

If that is not possible, the relevant provision will be treated as deleted.

The remaining provisions will continue in full force and effect.

24. Entire Agreement

These Terms and Conditions, together with any documents expressly incorporated into them, constitute the entire agreement between you and ClauseWatch concerning use of the Website.

Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

25. Third-Party Rights

Unless expressly stated otherwise, a person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of them.

26. Governing Law and Jurisdiction

These Terms and Conditions and any non-contractual obligations arising out of or in connection with them are governed by the law of England and Wales.

If you use the Website in the course of a business, profession or trade, the courts of England and Wales will have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms and Conditions.

If you are a consumer, you may also have the right to bring proceedings in the courts of the part of the United Kingdom in which you live.

27. Contact Us

If you have any questions about these Terms and Conditions, please contact:

ClauseWatch Ltd
31 Pearce Drive
Faringdon
Oxfordshire
SN7 7ND

Email: nigel@dda.law