Terms of Service

1. These terms, and who they bind

These terms govern your use of Recension, A licensed, versioned corpus of vendor contract documents: every captured version dated and hashed, split into citable clauses, with the changes between versions marked.. They form a contract between Recension, of Recension Data Ltd, Dockgate, Merchants Road, Galway H91 KV27, Ireland (“Recension”, “we”) and the company that signs up for the service (“Customer”, “you”).

The service is offered to businesses only. It is not offered to consumers, and by signing up you confirm you are acting for purposes within your trade or profession and that you are authorised to bind your company.

The person clicking through these terms is agreeing on behalf of the company, not personally. If you do not have that authority, do not proceed.

Order of precedence. Where documents conflict: (1) a signed order form or agreement between us, (2) the Data Processing Agreement, (3) these terms, (4) our Privacy Policy, (5) anything on our website.

2. What the service is

Nightly capture of every document on your watchlist, the full version history we hold for those vendors backfilled at the start, clause-level diffs between consecutive versions, aligned by a model and held for a named reviewer below a set confidence, a permanent URL and citation line for every clause version, the nightly Parquet and JSONL drop to your bucket, the weekly change digest, the published schema and the verification script that recomputes our hashes from the source files.

3. What the service is expressly not

These limits are deliberate and are part of what you are buying. They are not defects.

Not a negotiator, and not a benchmark. We do not talk to your vendors and we hold no pricing data. Vertice's own FAQ says negotiation is a core part of its offering, that its team acts as an extension of your procurement function leading negotiations, and that it holds pricing and benchmarking data for more than 32,000 vendors; its SaaS Purchasing tier is listed with a Dedicated SaaS Buyer. If what you need is a person to run the negotiation and a benchmark to run it against, that is a real thing we do not have and are not building.

Not a repository for your executed paper. We capture what the vendor publishes at a public URL. We will not take, store or diff your signed copy, your order form or anything under NDA, which means the comparison most reviewers want first, your executed MSA against the vendor's current published one, is one you run yourself against our text.

Not a risk score. No red, amber and green, no playbook fit, no flag saying a clause is unfavourable. We publish what changed, when, and against which prior version. Whether a change matters is a judgment, and it stays with the person who signs off the review.

Not a completeness guarantee over the open web. We capture what a vendor publishes. If a vendor removes a page, moves a document behind a login or issues terms only in a deal, we record that we could not fetch it on that date and nothing more. An absence in the corpus is evidence about the crawl, not about the vendor.

4. Your responsibilities, and how they affect the outcome

What the service delivers depends materially on things only you control. Read this section carefully; sections 9 and 10 follow from it.

The vendor list. You produce the list of vendors to watch. It usually starts as an SSO application export or the renewal tracker spreadsheet, and it arrives with trading names, duplicates and acquired entities in it. Reconciling that list to legal entities is work only your side can do, and it is the slowest part of week one.

The bucket and the role. You create the delivery bucket and the role we assume to write to it. This is your cloud team's task rather than legal's, and until it exists the drop has nowhere to land.

Reading the digest. A named person on your side has to open the weekly change digest. Unread, it becomes mail, and the first time anyone looks is the week a renewal is already on the desk, which is the failure this product exists to remove.

Judging the change. We mark what moved. Deciding whether a moved clause is acceptable, and raising it with the vendor, is yours. We take no position on the terms of any document in the corpus.

Coverage before you commit. Read the published coverage list and the free coverage report before signing. If a vendor central to your estate publishes nothing at a public URL, we cannot watch it, and you should know that before the license starts rather than after.

License scope inside your entity. Deciding who may open a clause URL, and telling outside counsel they are covered, is yours to administer. We do not issue seats and we do not police reading.

5. Getting started, and what is free

The coverage report is free and runs before any contract: send the vendor list and we tell you which of those vendors publish documents we can capture, which publish only downloadable files, and which publish nothing.

The backfill of every version we already hold for your watched vendors is free, however many versions that turns out to be.

There is no card, no seat count and no call required to see the price. The rate, the volume breaks and the license text are on the site.

The first year is annual but cancellable at 60 days' notice with a pro-rata refund of unused vendor-months.

6. Fees and what is extra

Per watched vendor, per year. EUR 290 per watched vendor per year, invoiced annually in advance, with a minimum of ten watched vendors. Volume breaks apply above 25 and above 100 vendors and are published rather than negotiated.

No share of anything you save. We take no percentage of a negotiated saving, no success fee and no commission from any vendor in the corpus. We are documenting the terms of negotiations we have no interest in the outcome of, and a fee tied to that outcome would compromise it.

Readers are not charged. A clause URL opened by a colleague, a security reviewer or your outside counsel costs nothing. There are no seats, so forwarding a citation is never a licensing question.

Changing the watchlist. Swapping a vendor out mid-term is free and takes effect at the next capture. Adding one above your committed count is charged pro rata for the remainder of the term at the same published rate.

Requesting coverage. Asking us to add a vendor that is not yet on the published coverage list costs nothing and carries no commitment either way. If it opens, it opens for every licensee at the same time.

7. Delivery, availability and support

Nightly drop. A Parquet partition for the capture date and a JSONL file of that night's changed clauses are written to your bucket. Nights with no change still write an empty partition and a manifest, so a silent pipeline is distinguishable from a quiet week.

The citation reader. Every clause version has a permanent URL and a citation line carrying vendor, document, effective date, capture date, clause path and source SHA-256. The source file as fetched sits beside the extracted text on the same page.

The weekly digest. One email a week naming which watched vendors moved, which documents changed, and how many clauses in each. Sections still in the review queue are named as unaligned rather than omitted.

Diff latency. Capture is nightly and the hash change is reported the same night. A diff whose alignment fell below threshold is withheld until a reviewer resolves it, which we target within two business days and do not guarantee.

7.3 Support. Support is by email at [email protected], with a target first response of one business day. That is a target, not a guarantee.

8. Snapshots, versioning and correction

A version is never edited. Once a captured version is published it is immutable. Its clause text, hashes, timestamps and URLs do not change, because citations taken against it have to keep resolving to the same words.

Corrections are new versions with errata. When our extraction is wrong we publish a corrected clause version carrying an errata note that names the defect and the date. The superseded version stays resolvable and is marked as superseded, not removed.

Verification without trusting us. The source file as fetched is delivered alongside the extraction, and the verification script we publish recomputes the SHA-256 and the manifest chain from those files. If our text and the source file disagree, you can prove it without asking us.

Export and life after the license. What has already been delivered to your bucket is yours and stays there. The schema and the verification script are published under an open license, so the record set remains readable after the license ends.

9. Warranties, and their limits

We warrant that we will provide the service with reasonable skill and care, and that we have the right to provide it.

We give no other warranty. To the fullest extent permitted by law we exclude all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

We warrant that each delivered clause version is a faithful extraction of the source file we fetched, and that the source hash, headers and timestamp are recorded accurately. We do not warrant that a vendor's published document is the document you will be asked to sign, that it is current, or that a vendor has published everything it is party to. The corpus is a record of what was published at a public URL on a date, and nothing more.

10. Liability

10.1 Neither party limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

10.2 Excluded losses. Neither party is liable for loss of profit, revenue, anticipated savings, business, goodwill or reputation, or for any indirect or consequential loss, however arising.

10.3 Specifically excluded. We are excluded from liability for the consequences of the judgments we deliberately do not make: whether a changed clause is acceptable, whether to sign, what to negotiate, and what a term means. Because we do not hold your executed contract, we are not liable for any difference between it and the vendor's published document. Because we do not score risk, we are not liable for a change you read and decided was immaterial. And because we capture only what a vendor publishes, we are not liable for terms that never reached a public URL.

10.4 Cap. Our aggregate liability is capped at the fees paid in the twelve months preceding the claim. Where a claim concerns a specific defective extraction, the practical remedy is the corrected version and the errata record, published within five business days at no charge.

10.5 You acknowledge that the limits in sections 9 and 10 are a reasonable allocation of risk given the price and your responsibilities under section 4, and that we would not offer the service at this price without them.

11. Confidentiality and data

Your watchlist is your confidential information and we treat it as the most sensitive thing we hold, because it describes your live deals. We will not disclose it to a watched vendor, will not use it to solicit one, and will not publish it in any aggregated form. Our confidential information is the alignment model, the labeled clause corpus and the crawl configuration. The captured documents themselves are confidential to nobody: their publishers put them on the open web.

Processing of personal data is governed by our Privacy Policy and by the Data Processing Agreement between us, which is incorporated into these terms. Where the DPA and these terms conflict on personal data, the DPA governs.

12. Intellectual property

The vendor documents in the corpus remain the property of the vendors that published them. What we license you is our capture, extraction, versioning, clause structure, diffs and citation records over them.

Your license permits pasting a clause, its diff and its citation line into internal review documents, security questionnaires, board papers and ticketing systems, and forwarding a clause URL to anyone at your entity or to outside counsel acting for you.

It also expressly permits citing our records back to the vendor in a negotiation, and to a peer or an advisor. We place no restriction on discussing what our corpus says about a published document, because a record you may not cite is not evidence.

It does not permit bulk redistribution of the corpus, resale, or using it to train or build a competing dataset.

The schema, the manifest format and the verification script are published under an open license and are outside the paid license entirely.

You may not use our name or logo publicly, and we may not use yours, without prior written consent.

13. Term and termination

13.1 The contract starts when you sign up and continues until either party ends it.

13.2 By you. Cancel at any time, effective at the end of the current billing month, subject to any minimum term stated in section 6.

13.3 By us. We may terminate on 30 days’ notice, or immediately if you materially breach these terms and do not cure within 14 days of notice, if you become insolvent, or if your use exposes us to legal risk.

13.4 What survives. On termination we stop delivering and stop billing. You keep everything already delivered to you, and your licence to it survives. We delete or return our working copies as set out in the DPA. Sections 9, 10, 11 and 12 survive.

14. Changes to these terms

We may update these terms. Material changes take effect 30 days after we notify you by email, and if you do not accept them you may terminate before they take effect. Continuing to use the service after that date means you accept them.

15. Contact

Recension, Recension Data Ltd, Dockgate, Merchants Road, Galway H91 KV27, Ireland
[email protected]

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