Terms and Conditions
Pilot Terms & Conditions
Last Updated on 10 Nov, 2025
1.
Provision of the Service
1.1
LightWork AI shall provide the Service to the Client via an online, web-based service and/or mobile service at app.lightwork.blue and/or any other websites and applications designated by LightWork AI at any time.
1.2
LightWork AI shall make the Service available during the Term in accordance with this Agreement and the Documentation.
2.
Client’s Use of the Service
2.1
In order to use the Service, the Client will be registered with LightWork AI and have an Account created. To create an Account, the Client may be asked to provide additional paperwork or information. In the absence of any additional paperwork or information, the Account may not be opened and LightWork AI accepts no liability or responsibility for any such delay to the extent that any failure or delay is caused by the Client’s failure to comply with its obligations under this clause.
2.2
The Client must conduct its own due diligence into the Service to ensure that the functionality provided by the Service meets the Client’s requirements. LightWork AI does not warrant or represent that the Service, Documentation and/or the information obtained by the Client through the Service will meet the Client’s requirements.
2.3
The Client shall:
2.3.1
be responsible for the security and confidentiality of the password and all log-in information related to its Account;
2.3.2
be solely responsible for all activities that occur under its Account and for all Authorised Users’ use of the Service their compliance with this Agreement;
2.3.3
prevent unauthorised access to, or use of, its Account and the Service, and notify LightWork AI promptly of any such unauthorised access or use of which it becomes aware; and
2.3.4
have sole responsibility for the accuracy, quality and legality of all Client Data, including without limitation, providing all relevant notices to individuals and obtaining all relevant consents when required by applicable Laws.
2.4
The Client shall not:
2.4.1
use the Service in a way that unreasonably degrades the performance of the Service for the Client’s own purposes or for the purposes of LightWork AI or other users, and the Client will, if notified that the Client’s use of the Service is not reasonable, comply with reasonable service level requests issued by LightWork AI to limit the Client’s use of the service so that it is reasonable;
2.4.2
use the Service in violation of applicable Laws;
2.4.3
in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material or malicious code, including material that violates privacy rights;
2.4.4
sell, resell, license, sublicense, distribute, make available, rent or lease the Service to any unauthorised third party;
2.4.5
attempt to gain access to the Service or its related systems or networks in a manner not set forth in this Agreement or the Documentation;
2.4.6
interfere with or disrupt the integrity or performance of the Service in whole or in part or of third-party data contained therein;
2.4.7
permit direct or indirect access to or use of the Service in whole or in part in a way that circumvents a contractual usage limit, or use the Service to access or use any of LightWork AI’s intellectual property except as permitted under this Agreement or the Documentation;
2.4.8
copy the Service or any part, feature, function or user interface thereof;
2.4.9
frame or mirror any part of the Service;
2.4.10
access the Service in whole or in part in order to build a competitive product or service or to benchmark with a product or service not developed or provided by LightWork AI; or
2.4.11
reverse engineer the Service in whole or in part (except to the extent such restriction is prohibited by law).
3.
Changes to the Service
2
LightWork AI may, from time to time, make changes that may reduce or remove the functionality of the Service, for example, to make improvements to the Service or to address a security threat. LightWork AI will seek to notify the Client of significant changes via email, or a banner directly within the Service. If the Client has questions regarding the change or suspected change in functionality, it should contact LightWork AI at contact@lightwork.co.
4.
Proprietary Rights
4.1
LightWork AI owns all rights, titles and interest in the Service and Documentation (including any Intellectual Property Rights therein). Subject to the limited rights expressly granted in accordance with this Agreement, LightWork AI reserves all rights, title and interest in and to the Service, and Documentation, including all related Intellectual Property Rights. No Intellectual Property Rights are granted to the Client in accordance with this Agreement other than as expressly set forth in this Agreement.
4.2
LightWork AI grants the Client a non-exclusive, non-transferable right and licence (without the right to grant sub-licences) for Authorised Users to access and use the Service and Documentation, solely for the purposes of the Client and its Affiliates evaluating the Service during the Term.
4.3
The Client shall own all Client Data.
4.4
LightWork AI may adapt and use any Feedback freely and without restriction, provided that LightWork AI shall have no obligation to make any improvements based on such Feedback. The Client shall have no obligation to provide Feedback. LightWork AI shall own any Intellectual Property Rights in the Feedback and those which arise as a result of LightWork AI making any changes to the Service or developing any new services based on Feedback. The Client hereby assigns to LightWork AI all its right, title, and interest in and to Feedback and will reasonably cooperate with LightWork AI as needed to establish, prove, or defend LightWork AI’s ownership of Feedback.
5.
Service Improvements and Training
4.1
LightWork AI may use Client Data to train or otherwise improve the Service, but only once such data has been (a) de-identified so that it does not identify the Client, its users or any other person and (b) aggregated with data across other customers.
6.
Aggregated Data Use
4.1
LightWork AI owns the Aggregated Data. Nothing in this Agreement shall be construed as prohibiting LightWork AI from utilising the Aggregated Data for the purposes of operating LightWork AI’s business, provided that LightWork AI’s use of Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into the Service. In no event shall the Aggregated Data include any Personal Data.
7.
Data Protection
4.1
The Parties will comply with the Data Processing Agreement throughout the Term.
8.
Confidentiality
8.1
A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement (which may include disclosure to employees, advisors, contractors, and representatives who have a need to know the Confidential Information) except with the other Party’s prior written permission. Where disclosure has been permitted pursuant to this clause each party shall ensure that those to whom it has disclosed comply with this clause 8.
8.2
Each Party agrees to protect the Confidential Information of the other in the same manner that it protects its own Confidential Information.
8.3
A disclosure by one Party of Confidential Information of the other Party to the extent required by Law shall not be considered a breach of this Agreement, provided the Party so compelled promptly provides the other Party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other Party’s cost, if the other Party wishes to contest the disclosure.
8.4
If a Party discloses or uses (or threatens to disclose or use) any Confidential Information of the other Party in breach of confidentiality protections in this Agreement, the other Party shall have the right, in addition to any other remedies available, to seek injunctive relief to prohibit such acts, it being acknowledged by the Parties that any other available remedies are inadequate.
8.5
Confidential Information shall not include any information that:
8.5.1
is, or becomes, generally known to the public without breach of any obligation owed to the other Party;
8.5.2
was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party;
8.5.3
was independently developed by a Party without breach of any obligation owed to the other Party; or
8.5.4
is received from a third party without breach of any obligation owed to the other Party.
Client Data shall not be subject to the exclusions set forth in this clause 8.
9.
Client PMS
9.1
The Client acknowledges and agrees that LightWork AI and the Service may require access to a Client PMS. LightWork AI’s access to any Client PMS linked to the Service is done so at the Client’s own risk, and LightWork is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or accessed through such Client PMS. LightWork AI has no responsibility for the content, functionality, or availability of such Client PMS, and does not endorse such Client PMS. If the Client chooses to grant LightWork AI any access to a Client PMS, it is solely responsible for LightWork AI having access to its data, and connections contained therein, and for any/all actions that LightWork AI may take on the Client’s behalf, unless LightWork AI acts negligently.
9.2
The Client warrants that:
9.2.1
it has obtained all necessary rights, releases, and permissions to permit LightWork AI to:
9.2.1.1
transmit, process, store and otherwise use Client data from any Client PMS to provide the Service; and
9.2.1.2
trigger access, alterations or other processing activity to the underlying Client data stored on any Client PMS via the Service or LightWork AI’s personnel; and
9.2.2
LightWork AI’s use of Client data from Client PMS Providers, as the Client authorises in this Agreement, to LightWork AI’s personnel, or through the Service, will not violate any Client PMS Provider’s terms of service that the Client has agreed to or is otherwise required to comply with.
10.
Disclaimer
4.1
Except as expressly provided in this Agreement and to the maximum extent permitted by applicable law, LightWork AI makes no warranties of any kind, whether express or implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose or non-infringement with respect to the Service and/or related Documentation. LightWork AI does not warrant that the Service will be error free or uninterrupted. The limited warranties provided in this Agreement are the sole and exclusive warranties provided to the Client in connection with the provision of the Service.
11.
Limitation of Liability
11.1
LightWork AI will not be liable to the Client whether in contract or in tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) any indirect or consequential loss.
11.2
To the maximum extent permitted by law, in no event shall LightWork AI’s total aggregate liability towards the Client arising out of or related to this Agreement, whether in contract, tort or otherwise, exceed £1,000.
12.
Term, Termination and Suspension
12.1
This Agreement shall commence on the Start Date and shall continue for the Term unless terminated in accordance with this Agreement. The Parties may mutually agree in writing to extend the Term.
12.2
Either Party may terminate this Agreement for any reason upon providing the other Party with not less than 7 days’ prior written notice.
12.3
Upon termination of this Agreement, the Client shall, as of the date of such termination:
12.3.1
immediately cease accessing and otherwise utilising the Service; and
12.3.2
return and make no further use of any Documentation and other items (and all copies of them) belonging to LightWork AI.
12.4
LightWork AI shall be entitled to immediately on notice suspend provision of the Service where the Client or an Authorised User breaches this Agreement or the Law.
13.
Surviving Provisions
12.1
The following provisions of this Agreement shall survive any termination or expiration of this Agreement to the extent necessary to give effect to the purpose of such provision: clause 4 (Proprietary Rights), clause 6 (Aggregated Data Use), clause 8 (Confidentiality), clause 10 (Disclaimer), clause 11 (Limitation of Liability), clause 12.3 (effect of termination), clause 13 (Surviving Provisions), clause 14 (General Provisions).
14.
General Provisions
14.1
Conflict. If there is an inconsistency between any of the provisions in the main body of these terms and the Cover Sheet, the provisions in the Cover Sheet will prevail.
14.2
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter in this Agreement.
14.3
Severance. If any provision of this Agreement is or becomes, or is declared by any competent court or body to be, illegal, invalid or unenforceable this shall not affect or impair the legality, validity or enforceability of the remaining provisions of this Agreement.
14.4
Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.5
Variation. Any modification or change to this Agreement must be in writing and signed or electronically accepted by each Party.
14.6
Relationship of the Parties and Third Party Rights. Nothing in this Agreement is intended to or shall give rise to a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
14.7
Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon transmission by email. Notices to LightWork AI shall be addressed to contact@lightwork.co. Notices to the Client shall be addressed to the Client’s contact address set out in the Cover Sheet.
14.8
Assignment. The Client may not assign any of its rights or obligations in under this Agreement, whether by operation of law or otherwise, without the prior written consent of LightWork AI (which will not be unreasonably withheld).
14.9
Disputes, Governing Law and Jurisdiction. The Parties agree that they will resolve any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (“Dispute”) through negotiation in good faith or mediation in the first instance. Should negotiations and mediation fail the Parties agree that the Dispute will be governed by and construed in accordance with the law of England and Wales and that the courts of England and Wales shall have exclusive jurisdiction to settle the Dispute.
15.
Definitions
14.1
All capitalised terms used in this Agreement not otherwise defined in context shall have the following meanings:
Account: A registered account with LightWork AI for the use of the Service.
Affiliate: Any entity which directly or indirectly controls, is controlled by, or is under common control by either Party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than fifty per cent (50%) of the voting interests of the subject entity.
Aggregated Data: All aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, average rental price and occupancy rates in geographical areas, configurations, and reports processed in the Service and the performance results for the Service.
Authorised User: Any of the Client’s and Affiliate’s: (a) employees; (b) consultants; (c) service providers; (d) contractors; (e) agents; and (f) third party providers, authorised to access the Service by the Client.
Confidential Information: Any information disclosed by a Party which is identified as “confidential” (or similar) or should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure, including:
For LightWork AI:
any software utilised by LightWork AI in the provision of the Service and its respective source code; and
its business or technical information, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.
Client Data: The electronic data or information submitted by the Client or Authorised User to the Service, which may include Personal Data.
Client PMS: Any third-party service, connection, site, platform, application, software, or integration that interoperates with the Service, or that the Client provides LightWork AI with access to, to enable delivery of the Service.
Client PMS Provider: The provider of the Client PMS.
Cover Sheet: The Cover Sheet signed by both Parties that sets out the commercial terms governing the provision of the Service for the pilot.
Data Processing Agreement: As can be seen at https://www.lightwork.co/legal/data-processing-agreement
Documentation: The documentation made available to the Client at www.lightwork.co in relation to the description and use of the Service, which may be updated by LightWork AI from time to time.
Feedback: Suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the operation or functionality of the Service.
Intellectual Property Rights: Any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
Law(s): Any local, state, national and/or foreign law or laws, treaties, and/or regulations applicable to a respective Party.
Personal Data: Any information that relates to an identified or identifiable individual.
Service: LightWork AI’s software-as-a-service property operations and logistics platform as further described in the Documentation and Cover Sheet.
Start Date: The date specified in the Cover Sheet.
Term: The duration of this Agreement as specified in the Cover Sheet.