Terms of Service

The Platform

CrestDex is a Software-as-a-Service (SaaS) application designed for use by law firms and legal practitioners. The Platform provides matter management, document generation, client management, conflict checking, and related workflow functionality, built on and integrated with Microsoft 365 infrastructure owned and operated by Microsoft Corporation.

The Platform is deployed on a per-firm basis. Each Subscriber receives an isolated instance accessible via a dedicated subdomain of crestdex.com (e.g., yourfirm.crestdex.com).

CrestDex is a practice management tool, not a legal advice service. Nothing in the Platform constitutes legal, regulatory, or professional advice. Subscribers remain solely responsible for all legal and professional judgements made using the Platform.

Eligibility and Access

Access to the Platform is restricted to:

• Subscribing law firms and legal practices that have completed onboarding with Swancrest and have an active subscription agreement in place.
• Authorised staff members of a Subscriber firm, as provisioned by that firm's designated administrator.

You must have a valid Microsoft 365 account associated with your firm's Azure Active Directory tenant. Authentication is handled entirely by the Microsoft Identity Platform and is subject to Microsoft's own terms and conditions. Swancrest does not store or manage user passwords.

By accepting these Terms, you represent that you have the authority to bind the Subscriber firm to these Terms. If you do not have that authority, you must not use the Platform.

Acceptable Use

You agree to use the Platform only for lawful purposes in connection with legitimate legal practice management. You must not:

• Use the Platform to store, process, or transmit any content that is unlawful, defamatory, fraudulent, or that infringes any third-party rights.
• Attempt to gain unauthorised access to any part of the Platform, its underlying infrastructure, or any other user's instance.
• Use the Platform in any manner that could damage, disable, overburden, or impair its operation or interfere with any other party's use.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any component of the Platform.
• Share your access credentials with persons not authorised by your firm's administrator, or allow concurrent use of a single account by more than one individual.
• Use automated scripts, bots, or crawlers to access or interact with the Platform without prior written consent from Swancrest.
• Resell, sublicense, or otherwise make the Platform available to any third party outside your Subscriber firm.

Swancrest reserves the right to investigate any suspected breach of this section and to take such action as it considers appropriate, including suspension of access.

Data and Confidentiality

All client and matter data entered into the Platform is stored within your firm's own Microsoft 365 SharePoint environment, under your firm's own access controls. Swancrest does not have access to your matter data, client records, or documents. The only data Swancrest holds is the minimum configuration data required to operate your firm's instance (such as firm name, SharePoint site URL, and Azure tenant identifier).

You are responsible for ensuring that your use of the Platform complies with:

• All applicable data protection laws, including the Kenya Data Protection Act, 2019, and any regulations made thereunder.
• All professional confidentiality obligations applicable to advocates under the Advocates Act and the Law Society of Kenya Rules.
• Any client-specific confidentiality obligations or data handling instructions.

Swancrest processes configuration data as a data processor on your behalf. We do not use Subscriber configuration data for any purpose other than operating the Platform, and we do not share it with third parties except as required by law or to provide the service (e.g., Microsoft Azure infrastructure).

Intellectual Property

The Platform, including its design, user interface, source code, and underlying functionality, is and remains the intellectual property of Swancrest Limited. These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your firm's internal legal practice management purposes during the term of your subscription.

You retain all rights in and to the data, documents, and content you create, upload, or store using the Platform. Nothing in these Terms transfers any ownership of your data to Swancrest.

If you provide feedback, suggestions, or ideas about the Platform, you grant Swancrest a perpetual, royalty-free licence to use that feedback for any purpose without obligation to you.

Service Availability

Swancrest will use reasonable commercial endeavours to ensure the Platform is available during normal business hours. However, we do not guarantee uninterrupted or error-free access.

The Platform is dependent on Microsoft Azure and Microsoft 365 infrastructure. Availability may be affected by factors outside Swancrest's control, including Microsoft service outages, planned maintenance windows, internet connectivity issues, and force majeure events. Swancrest shall not be liable for any unavailability arising from such factors.

Where we anticipate planned maintenance that will affect availability, we will use reasonable efforts to notify the Subscriber's administrator in advance. Emergency maintenance may be carried out without advance notice where necessary to protect the security or integrity of the Platform.

Fees and Payment

The Platform is offered on a subscription basis. The applicable fees, billing frequency, and payment terms are set out in the order form or subscription agreement executed between Swancrest and the Subscriber ("Order Form"). In the event of conflict between these Terms and an Order Form, the Order Form shall prevail in relation to commercial terms.

All fees are exclusive of any applicable taxes unless stated otherwise. Swancrest reserves the right to revise its pricing on reasonable written notice to the Subscriber. Continued use of the Platform following a price revision constitutes acceptance of the revised fees.

If fees remain unpaid beyond the due date, Swancrest may suspend access to the Platform without prejudice to its right to recover the outstanding amounts. Swancrest will provide reasonable notice before suspending access for non-payment.

Confidentiality

Each party may receive confidential information of the other in connection with the Platform. Each party agrees to keep the other's confidential information strictly confidential, to use it only for the purposes contemplated by these Terms, and not to disclose it to any third party without prior written consent, except:

• To employees, contractors, or professional advisers who need to know it for the purposes of these Terms and who are bound by equivalent confidentiality obligations.
• As required by applicable law, court order, or the directions of a regulatory authority.

Swancrest's confidential information includes the Platform's design, pricing, and non-public technical specifications. The Subscriber's confidential information includes its matter data, client records, and any non-public business information accessed through or disclosed in connection with the Platform.

Warranties and Disclaimers

Swancrest warrants that it will provide the Platform with reasonable skill and care, and that the Platform will materially conform to its published description during the subscription term.

Except as expressly stated in these Terms, the Platform is provided "as is" and "as available". To the maximum extent permitted by applicable law, Swancrest disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

In particular, Swancrest makes no warranty that:

• The Platform will meet all of the Subscriber's specific requirements.
• The Platform will be free from errors, interruptions, or security vulnerabilities at all times.
• Any documents or outputs generated by the Platform will be legally sufficient for any particular purpose.

Limitation of Liability

To the maximum extent permitted by applicable law, Swancrest's total aggregate liability to the Subscriber under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Subscriber to Swancrest in the three (3) months preceding the event giving rise to the claim.

In no event shall Swancrest be liable for any:

• Loss of profits, revenue, or anticipated savings.
• Loss or corruption of data.
• Loss of business, contracts, or goodwill.
• Indirect, incidental, special, consequential, or punitive damages.

These limitations apply even if Swancrest has been advised of the possibility of such damages. Some jurisdictions do not permit the exclusion or limitation of certain damages; in such cases, Swancrest's liability shall be limited to the maximum extent permitted by law.

Nothing in these Terms limits or excludes liability that cannot be excluded or limited by applicable law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Indemnification

The Subscriber agrees to indemnify, defend, and hold harmless Swancrest and its officers, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

• The Subscriber's or its users' breach of these Terms.
• The Subscriber's use of the Platform in violation of applicable law or the rights of any third party.
• Any data, content, or materials uploaded or processed through the Platform by the Subscriber or its users.

Swancrest will notify the Subscriber promptly of any claim subject to indemnification, cooperate reasonably in the defence of such claim, and permit the Subscriber to control the defence, provided that Swancrest may participate with counsel of its own choosing at its own expense and that no settlement imposing obligations on Swancrest shall be agreed without Swancrest's prior written consent.

Suspension and Termination

Either party may terminate the subscription on written notice in accordance with the notice period specified in the Order Form. In the absence of a specified period, thirty (30) days' written notice is required.

Swancrest may terminate or suspend access to the Platform immediately on written notice if:

• The Subscriber breaches any material provision of these Terms and (where the breach is capable of remedy) fails to remedy it within fourteen (14) days of written notice.
• The Subscriber becomes insolvent, makes a general assignment for the benefit of creditors, or a receiver or administrator is appointed over its assets.
• Continued provision of the Platform would cause Swancrest to breach applicable law or regulatory requirements.

Upon termination for any reason, the Subscriber's access to the Platform will be revoked. All data entered into the Platform resides in the Subscriber's own Microsoft 365 environment and remains under the Subscriber's control — Swancrest does not delete or retain Subscriber data on termination. Swancrest will, on request, delete the firm's configuration data from its systems within a reasonable period.

Provisions of these Terms that by their nature should survive termination (including sections on intellectual property, limitation of liability, indemnification, and governing law) shall do so.

Changes to the Service

Swancrest may modify, update, or discontinue features of the Platform from time to time. We will endeavour to provide reasonable notice of any material changes that would significantly reduce the functionality available to Subscribers. Swancrest shall not be liable for any changes to third-party services (including Microsoft 365) that affect the Platform's operation.

Changes to These Terms

Swancrest may update these Terms from time to time to reflect changes in the Platform, applicable law, or business practices. We will notify Subscriber administrators of material changes by email and will post the updated Terms on our website with a revised effective date. Continued use of the Platform after the effective date of updated Terms constitutes acceptance of the revised Terms. If you do not accept the revised Terms, you must cease using the Platform and notify Swancrest in writing.

General Provisions

Governing law. These Terms are governed by the laws of Kenya. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Nairobi, Kenya, except that either party may seek urgent interim or injunctive relief from any court of competent jurisdiction.

Entire agreement. These Terms, together with the applicable Order Form, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.

Severability. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. A failure by either party to exercise or enforce any right under these Terms shall not constitute a waiver of that right.

Assignment. The Subscriber may not assign or transfer any rights or obligations under these Terms without Swancrest's prior written consent. Swancrest may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all of Swancrest's obligations hereunder.

Force majeure. Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, governmental action, or failure of third-party infrastructure (including Microsoft Azure).

Relationship of parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment, agency, or franchise relationship between the parties.

Contact

For questions about these Terms or to serve legal notices, please contact:

Swancrest Limited
Nairobi, Kenya
Email: legal@crestdex.com

For general enquiries about the Platform, please contact hello@crestdex.com.