Legal

Marshall — Terms and Conditions of Service

Marshall is a bespoke product, designed by highly experienced disputes and transactional legal practitioners and technology experts for the busy legal professional. Marshall provides the full suite of tools required to manage daily legal workflow (time keeping, planning, and collaborating with colleagues), assists with legal research through a unique, comprehensive and collaborative approach to judicial authorities that ensures authorities exist before being relied upon, drafts and analyses legal documentation, including transactional documentation, as well as the full suite of documentation required by dispute resolution practitioners (including chronologies, applications, submissions, and lists of authorities).

The Marshall platform is designed and maintained in Asia and focusses on the Asian (Hong Kong, Singapore, Malaysia) and broader common law jurisdictions (Australia, New Zealand, Canada, England & Wales). It is a service owned, operated and provided by Lion Rock Intelligence Limited, a Hong Kong registered company (“Lion Rock Intelligence”).

These terms and conditions (“Terms”) govern access to and use of the platform provided by Lion Rock Intelligence, available at chat.marshall.com.hk (the “Service”).

DEFINITIONS AND INTERPRETATION

1.1 In these Terms, unless otherwise specified or as the context otherwise requires:

“Account” means an individual user account on the Service;

“Authorised User” means an individual permitted to use the Service under a Subscriber's account;

“Case Records” means public source or other legal material uploaded to the Service by an Authorised User, summarised by a system or systems designed or utilised by Lion Rock Intelligence and included into a shared citator “Card” to record information such as citation, court, date, judge(s), parties, counsel and solicitors, procedural history, facts, issue(s), holding(s), dissents, case(s) and/or legislation cited, later treatment, outcome and orders;

“Contribution” means a Case Record that an Authorised User agrees to submit to the Marshall platform, which may be referenced by the platform to provide Output for other Authorised Users;

“Credits” means the prepaid units by which use of the Service is measured;

“Customer Content” means anything submitted to the Service by or on behalf of the Subscriber or its Authorised Users: questions, matter information, uploaded documents and prompts;

“Knowledge Library” means the materials available through the Service by means of the development of the Case Records;

“Model Provider” means a third-party provider of large language model services used to generate Output;

“Order Form” means the order form, subscription confirmation or in-app selection recording the Subscriber's Subscription and Credit allowance;

“Output” means anything the Service generates: answers, propositions, citations, chronologies, document reviews, comparisons, exports and estimates;

“Subprocessor” means a third party engaged by Lion Rock Intelligence to process data in connection with the provision of the Service, including Model Providers and hosting providers;

“Subscriber” means the practitioner, firm, chambers or organisation that holds the subscription and is responsible for payment;

“Subscription” means the Subscriber's subscription to the Service as recorded in the Order Form; and

“Workspace” means a user’s private area, holding their uploads, queries and answers.

1.2 In these Terms, unless the context otherwise requires: (a) headings are for convenience only and do not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) “including” and similar words are illustrative and do not limit the generality of the preceding words; and (d) references to a Clause are to a clause of these Terms.

ELIGIBILITY, ACCEPTANCE AND AUTHORITY

2.1 The Service is a professional tool. It is available to legal practitioners, trainees, pupils, paralegals and support staff acting under a practitioner's supervision, and the Subscriber's administrative personnel. The Service is not available to consumers and must not be used to provide legal information or advice directly to the public without practitioner review. The Subscriber warrants that it will verify and maintain the eligibility of each Authorised User.

2.2 By creating an Account, or by using an Account created for you, you agree to these Terms. If you do not agree, do not use the Service. The individual accepting these Terms warrants that he or she is authorised to bind the Subscriber, and the Subscriber is bound upon such acceptance.

LICENCE AND SCOPE

3.1 Subject to these Terms and payment of applicable fees, Lion Rock Intelligence grants the Subscriber a non-exclusive, non-transferable, non-sublicensable licence, for the duration of the Subscription, to permit its Authorised Users to access and use the Service solely for the Subscriber's internal professional legal and practice-support purposes.

3.2 The Service is provided on a subscription basis and is not sold. All rights not expressly granted are reserved.

ACCOUNTS AND SECURITY

4.1 The Subscriber is responsible for everything done under its Accounts. Credentials must not be shared; each Authorised User must have their own Account. The Subscriber must inform Lion Rock Intelligence immediately if it believes an Account is in any way compromised.

4.2 The Subscriber is responsible for ensuring its Authorised Users comply with these Terms.

PROFESSIONAL NATURE OF THE SERVICE; NO RETAINER

5.1 Nothing in the Service creates a solicitor-client, barrister-client or other retainer between you (or your client) and Lion Rock Intelligence. Lion Rock Intelligence is a technology provider, not a law firm, and does not practice law. Nothing in these Terms constitutes the practice of law by Lion Rock Intelligence.

5.2 Lion Rock Intelligence does not, and owes no duty to monitor, review or verify Customer Content, and no such duty shall be implied.

OUTPUT AND PROFESSIONAL RESPONSIBILITY

6.1 The Service is a legal tool. Output is generated by automated systems, including third-party large language models. The Service is designed to ground its answers in publicly available sources and/or Case Records, and to mark unverified material; these safeguards reduce, but do not eliminate, the risk of error. Output may be incomplete, out of date, or wrong, and citations — even where genuine — may not support the proposition for which they are cited; by accepting these Terms and Conditions, you expressly acknowledge these limitations.

6.2 In relation to the creation of Case Records:

(a) uploads, queries and answers in a Workspace are private to the Authorised User and any organisation they belong to;

(b) such information is never added as a Case Record, used to answer other Authorised User’s queries or disclosed to other Authorised Users unless the Authorised User agrees to do so via a Contribution;

(c) Contribution is processed as an opt-in option and decided on a Case Record by Case Record basis; no Case Record is recorded and stored by the platform until the Authorised User reviews and confirms the Case Record;

(d) the Authorised User consents to reasonable editing of Contributions, which may include shortening or removing any quote manually or through the assistance of AI-products designed and/or utilised by Lion Rock Intelligence, and may include a link to an external official source;

(e) after an answer, the platform drafts a Case Record for approval by the Authorised User, with the query and any client facts stripped out; the user reviews each Case Record and chooses whether to make the Case Record available as a Contribution. A judgment or other legal authority may be recorded in more than one Case Record where more than one issue is considered;

(f) for each Contribution, the Authorised User warrants that it is derived from a public source or a source that the Authorised User is legally entitled to use and which (i) does not breach any copyright; (ii) contains no information that is confidential or about a client or a matter; (iii) does not contain or is derived from (a) arbitral awards, or any other material from an arbitration (published court judgments about arbitrations are not affected), (b) unpublished judgments, or unanonymised versions of anonymised judgments, (c) material subject to a reporting restriction, suppression or non-publication order, (d) court file documents, including pleadings, affidavits, submissions and sealed material, or (e) headnotes, summaries or other editorial content from publishers such as Westlaw or LexisNexis;

(g) the Authorised User grants Lion Rock Intelligence a non-exclusive, worldwide, royalty free, perpetual and irrevocable licence to make the Case Record available to other users of the Service.

6.3 You must verify Output against primary sources before relying on it or permitting a client, court or tribunal to rely on it. Responsibility for work product produced with the assistance of the Service remains wholly and entirely with the practitioner who adopts it.

6.4 To avoid doubt, you remain solely and professionally responsible for: (a) verifying every proposition, citation, pinpoint, quotation and date in Output against current official sources before use; (b) the advice given to your client and the conduct of their matters; and (c) compliance with your professional conduct obligations, including duties of competence, supervision and candour to the court. Verification statuses displayed by the Service (including “unverified”) are workflow aids only and do not transfer any responsibility to Lion Rock Intelligence.

TIME RECORDING AND ESTIMATES

7.1 The Service includes functionality that records time spent on matters and generates estimates of time saved. Such estimates are indicative management information only, are calculated by automated methods, and are not warranted as accurate, auditable or suitable as the basis of any fee, bill of costs, taxation or regulatory filing. The Subscriber is solely responsible for its own time recording and billing practices.

CONFIDENTIALITY

8.1 Lion Rock Intelligence treats Customer Content as confidential; no such information is read except as necessary to operate, secure and support the Service, to investigate abuse or a security incident, or where the law requires.

8.2 The Service is designed for confidential and privileged material: accounts are segregated by firm, matters can be restricted within a firm, transport is encrypted, and access to production data is limited and logged.

8.3 Lion Rock Intelligence does not use Customer Content to train or fine-tune any machine-learning model. While Lion Rock Intelligence cannot guarantee that a Model Provider does not train or fine-tune any machine-learning model, Lion Rock Intelligence ensures, to the maximum extent possible, that it does not.

8.4 If Lion Rock Intelligence receives a demand from a court, regulator or authority for Customer Content, it will (unless prohibited) notify the Subscriber promptly so that privilege and confidentiality may be asserted, and will disclose no more than it is legally required to.

8.5 In this Clause 8, "Arbitral Proceedings" means any arbitration commenced pursuant to Clause 26.2, and includes any emergency arbitrator proceedings, any proceedings for interim or conservatory relief in aid of such arbitration, and any related mediation or conciliation conducted under the auspices of the HKIAC.

8.6 Subject to Clause 8.7, each party shall maintain the confidentiality of all aspects of any Arbitral Proceedings, including: (a) the existence of the Arbitral Proceedings and the identity of the parties and the tribunal; (b) all non-public information, documents, pleadings, witness statements, expert reports, evidence and submissions disclosed or produced by or on behalf of a party in the Arbitral Proceedings; (c) all hearings, deliberations, orders, directions, decisions and awards, whether interim or final; and (d) all settlement offers and negotiations conducted within or in connection with the Arbitral Proceedings.

8.7 A party may disclose information otherwise protected by Clause 8.6 only: (a) to the extent required by legal or regulatory duty, or by any stock exchange or listing obligation applicable to it, provided that (unless prohibited) it gives the other party prompt written notice of the requirement and discloses no more than is required; or (b) to the extent necessary to protect or pursue a legal right or interest, including in proceedings to enforce or challenge an award before a court or other competent authority; or (c) to its legal advisers, accountants, insurers, funders and other professional service providers who need to know it for the purposes of the Arbitral Proceedings, provided each such recipient is bound by professional or contractual obligations of confidentiality no less stringent than this Clause 8; or (d) with the prior written consent of the other party.

8.8 Each party shall procure that every witness, expert, secretary or other person it involves in the Arbitral Proceedings gives a written undertaking of confidentiality in substantially the terms of this Clause 8 before receiving any information protected by Clause 8.6, and shall produce such undertakings to the tribunal or the other party on request. A party may apply to the tribunal for orders and protective measures concerning the confidentiality of the Arbitral Proceedings, including the designation of particular material as confidential and restrictions on access to or copying of such material.

8.9 Clauses 8.5 to 8.8 survive the conclusion of the Arbitral Proceedings, the making of any award, and the termination or expiry of these Terms. Breach of this Clause 8 is a breach for the purposes of Clause 25.7 (equitable relief), and the restrictions in this Clause 8 apply in addition to, and do not displace, the obligations of confidence owed in respect of Customer Content under Clauses 8.1 to 8.4.

LEGAL PROFESSIONAL PRIVILEGE

9.1 The parties acknowledge that Customer Content may contain material subject to legal professional privilege, and agree that: (a) transmission of Customer Content to Lion Rock Intelligence and its Subprocessors is made in confidence for the limited purpose of providing the Service; (b) such transmission is not intended to, and the parties do not intend that it shall, waive or destroy any privilege; and (c) Lion Rock Intelligence shall assert and preserve the confidential character of Customer Content if any third party seeks access to it, and shall, unless prohibited by law, promptly notify the Subscriber of any legally binding demand for Customer Content so that the Subscriber may seek protective relief.

9.2 Using a technology provider to process privileged material does not, of itself, waive privilege, but privilege is a matter of law outside the control of Lion Rock Intelligence. Lion Rock Intelligence makes no warranty as to the privileged status of any material. Practitioners should satisfy themselves that their use of the Service is consistent with their obligations, and should use the matter-restriction features for ethically or otherwise sensitive matters.

DATA PROTECTION

10.1 Each party will comply with the Personal Data (Privacy) Ordinance (Cap. 486) in respect of personal data it handles in connection with the Service. Lion Rock Intelligence shall process such personal data only for the purposes of these Terms, take all reasonably practicable steps to protect it against unauthorised or accidental access, processing, erasure, loss or use, and not retain it longer than necessary for those purposes.

10.2 The Subscriber is responsible for ensuring it has a lawful basis, and where required has given the prescribed notifications to data subjects, for the transfer of personal data to the Service, including personal data of clients, opposing parties and third parties contained in case documents.

10.3 Lion Rock Intelligence shall notify the Subscriber without undue delay after becoming aware of a data breach affecting Customer Content and shall provide reasonable cooperation, with enough detail to allow the Subscriber to meet its own notification or remediation obligations.

CROSS-BORDER PROCESSING

11.1 Generating Output requires sending the relevant question, matter context and retrieved excerpts to a Model Provider, and hosting the Service requires processing data on servers, in each case potentially outside Hong Kong. By using the Service, the Subscriber consents to this processing, subject to Lion Rock Intelligence taking all reasonably practicable steps to ensure that Customer Content is protected to a standard no less protective than that applying under these Terms.

INTELLECTUAL PROPERTY

12.1 As between the parties, the Subscriber retains all rights in Customer Content. The Subscriber warrants it is entitled to upload Customer Content, including client material subject to duties of confidence, and that such uploads are made with the client's authority or as otherwise permitted by law and professional conduct rules.

12.2 Lion Rock Intelligence and its licensors own all rights in the Service, the Knowledge Library, the underlying software, prompts, system design and compilation, and all improvements.

12.3 The Subscriber grants Lion Rock Intelligence a limited, non-exclusive licence to host, process, transmit and display Customer Content solely to provide the Service.

12.4 Lion Rock Intelligence assigns to the Subscriber all rights Lion Rock Intelligence may hold in Output generated for that Subscriber. The Subscriber acknowledges that Output is not guaranteed to be original, non-infringing or protectable, and that similar output may be generated for other subscribers from common source material.

12.5 The Subscriber shall not extract, scrape, reproduce or redistribute materials from the Service or the Knowledge Library, and shall not use Output to build a competing service. To the maximum extent permitted by law, damages for breach of these obligations shall be recoverable by Lion Rock Intelligence against the Subscriber.

12.6 Lion Rock Intelligence may use suggestions relating to the Service without restriction, provided such use does not disclose Customer Content or confidences.

CREDITS, FEES AND PAYMENT

13.1 The Service is billed through prepaid Credits. Each Subscription includes a monthly Credit allowance; additional Credits may be purchased as top-up.

13.2 Credits are consumed against Service usage at the rates published in-app, which Lion Rock Intelligence may update on 14 days' notice, such updates applying only to Credits purchased after the effective date.

13.3 Monthly allowance Credits expire at the end of each monthly billing cycle and do not roll over unless the Order Form states otherwise. Top-up Credits expire 1 month from purchase.

13.4 Lion Rock Intelligence may change Subscription pricing on renewal on not less than 14 days' notice.

13.5 All fees and charges are payable free and clear of, and without set-off, counterclaim, deduction or withholding. Overdue sums bear interest at the rate of 8 per cent per annum, accruing daily from the due date until payment in full. Fees are exclusive of applicable taxes, which are for the Subscriber's account.

13.6 Credits have no monetary value, are not redeemable for cash, and are non-transferable except with written consent from Lion Rock Intelligence.

13.7 Credits constitute a consumable attribute of the licence granted under Clause 3 and do not constitute stored value, a deposit or any form of monetary instrument.

ACCEPTABLE USE

14.1 The Subscriber shall not, and shall procure that Authorised Users do not: (a) use the Service for any unlawful purpose or in breach of professional conduct obligations; (b) upload material the Subscriber is not entitled to process or disclose; (c) attempt to probe, reverse engineer, overload or compromise the Service; (d) use the Service to generate content for harassment, deception or evasion of law; (e) misrepresent Output as verified legal advice; (f) share Accounts; or (g) circumvent Credit metering or usage controls. Lion Rock Intelligence may monitor usage patterns to enforce this Clause 14.

SUSPENSION

15.1 Lion Rock Intelligence may suspend access immediately if the Subscriber breaches these Terms, where continued access would create security, legal or regulatory risk, or fees are overdue. Suspension for minor breach is limited in scope and duration to what is reasonably necessary; no such limitation applies where suspension arises from a security incident, unlawful use, non-payment or regulatory risk.

TERMINATION

16.1 Either party may terminate for material breach not remedied within 14 days of written notice, or on the other's insolvency.

16.2 Lion Rock Intelligence may terminate for convenience on 14 days' notice.

16.3 Within a reasonable time after termination, Lion Rock Intelligence will delete or return Customer Content. Deleted documents are removed from live storage promptly; encrypted backups roll off on a fixed cycle.

EFFECT OF TERMINATION

17.1 Termination or expiry is without prejudice to accrued rights and remedies. On termination, all licences granted to the Subscriber cease and unused Credits are forfeited without refund, save where these Terms expressly provide otherwise.

WARRANTIES AND DISCLAIMERS

18.1 Lion Rock Intelligence warrants that it will provide the Service with reasonable skill and care and materially in accordance with its published documentation.

18.2 To the maximum extent permitted by law, the Service and all Output are provided “as is”. Lion Rock Intelligence disclaims all other warranties, express or implied, including as to accuracy, completeness, currency, non-infringement, fitness for a particular purpose, and that Output is free of error or suitable for reliance without verification. Lion Rock Intelligence does not warrant uninterrupted or error-free operation, in particular because the Service depends on third-party model providers.

REMEDIES; EXCLUSION AND LIMITATION OF LIABILITY

19.1 The Subscriber's sole remedy for breach is re-performance or, if re-performance is not achieved within 30 days, a pro-rata refund of fees for the affected period.

19.2 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be lawfully excluded.

19.3 Lion Rock Intelligence shall not be liable for: (a) loss of profits, revenue, business, anticipated savings or goodwill; (b) loss or corruption of data; (c) indirect or consequential loss; or (d) any loss arising from reliance on Output by the Subscriber, any Authorised User, any client of the Subscriber, or any other person to whom Output is made available.

19.4 Lion Rock Intelligence’s aggregate liability in any 12-month period shall not exceed the greater of (a) the fees paid or payable by the Subscriber in that period and (b) HK$10,000.

INDEMNITY

20.1 The Subscriber shall indemnify and hold harmless Lion Rock Intelligence, its affiliates, officers, employees and agents against all claims, demands, proceedings, losses, damages, fines, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any Customer Content, including any upload without the rights, consents or lawful basis required by these Terms; (b) any use of the Service or reliance on Output by the Subscriber, its Authorised Users, its clients or any third party to whom the Subscriber makes Output available; (c) any breach of these Terms or of applicable law or professional conduct obligation by the Subscriber or its Authorised Users; and (d) any claim by a client or third party asserting that Output constituted legal advice or was relied upon as such.

THIRD-PARTY RIGHTS

21.1 A person who is not a party to these Terms shall have no right under any applicable legislation conferring rights on third parties to enforce contract terms to enforce any term of these Terms.

TIME-BAR ON CLAIMS

22.1 No claim arising out of or in connection with the Service may be brought by the Subscriber more than 12 months after the event giving rise to the claim, save in respect of liability that cannot lawfully be so limited.

VARIATION

23.1 Lion Rock Intelligence may vary these Terms by not less than 14 days' prior written notice (email or in-app). Variations take effect on the date stated and apply prospectively. Continued use after the effective date constitutes acceptance. If a variation materially disadvantages the Subscriber, the Subscriber may terminate before the effective date and receive a pro-rata refund of unused prepaid fees. Changes required by law or by a Subprocessor's mandatory terms may take effect on shorter notice where necessary, with notice given as soon as reasonably practicable.

NOTICES

24.1 Notices must be in writing, in English, and delivered by email to hello@marshall.com.hk; to the Subscriber, at the Account registration details. A notice sent by email is deemed received at the time of transmission, provided no delivery-failure notification is received; a notice transmitted outside business hours is deemed received at the opening of the next business day.

GENERAL

25.1 Entire agreement: these Terms constitute the entire agreement between the parties; each party confirms it has not relied on any representation not set out herein (without excluding liability for fraud).

25.2 Assignment: the Subscriber may not assign without consent; Lion Rock Intelligence may assign to an affiliate or in connection with a reorganisation or sale, provided Service continuity and the protections in these Terms are maintained.

25.3 Survival: Clauses 1, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 17, 18, 19, 20, 21, 22, 24, 25 and 26, and any provision expressed or intended to survive, shall survive termination or expiry of these Terms.

25.4 Severability: if any provision of these Terms is held to be invalid, unlawful or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

25.5 No waiver: no failure or delay by a party in exercising any right or remedy shall operate as a waiver, and no single or partial exercise shall preclude further exercise of that or any other right or remedy.

25.6 Cumulative remedies: the rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.

25.7 Equitable relief: the Subscriber acknowledges that breach of Clauses 8, 12 or 14 may cause Lion Rock Intelligence irreparable harm for which damages would be an inadequate remedy, and that Lion Rock Intelligence is entitled to seek injunctive or other equitable relief in respect of any such breach, without prejudice to its other rights.

25.8 Force majeure: neither party is liable for delay caused by events beyond its reasonable control, including failure of third-party model or infrastructure providers, provided the affected party mitigates and notifies promptly.

GOVERNING LAW AND DISPUTE RESOLUTION

26.1 These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Hong Kong Special Administrative Region.

26.2 Subject to Clauses 26.3 and 26.4, any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to them, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

26.3 Notwithstanding Clause 26.2, Lion Rock Intelligence (but not the Subscriber) may elect to bring proceedings in the courts of Hong Kong in respect of any claim for fees, Credits or other sums payable by the Subscriber under these Terms where Lion Rock Intelligence reasonably believes that liability to pay the sum claimed is not genuinely disputed, and for the purposes of any such proceedings the Subscriber irrevocably submits to the jurisdiction of the courts of Hong Kong.

26.4 If, in any proceedings brought under Clause 26.3, the Subscriber raises a genuine dispute as to its liability to pay the sum claimed (whether by way of defence, counterclaim or set-off), Lion Rock Intelligence shall discontinue, or consent to a stay of, those proceedings and the claim, together with any counterclaim or set-off, shall be referred to and finally resolved by arbitration in accordance with Clause 26.2. Any question whether a dispute so raised is genuine shall be determined by the arbitral tribunal constituted under Clause 26.2, which may deal with the costs of the discontinued or stayed proceedings in its award.

26.5 Nothing in this Clause 26 precludes a party from applying to any court of competent jurisdiction, whether before or after the constitution of the arbitral tribunal, for interim or conservatory relief in aid of the arbitration or in support of proceedings under Clause 26.3, and no such application shall be treated as incompatible with, or as a waiver of, the arbitration agreement in Clause 26.2.

26.6 The Subscriber shall not circumvent this Clause 26 by commencing proceedings in any forum against Lion Rock Intelligence’s affiliates, officers, employees or agents in respect of any claim arising out of or relating to these Terms, and Lion Rock Intelligence may enforce this Clause 26.6 on behalf of any such person by injunction or other relief.