Terms and Conditions of Service

Version: 1.0  ·  Effective date: 23 April 2026  ·  Last updated: 23 April 2026

1. About us and these terms

1.1 "GapSense", "we", "us" and "our" mean Codified London Ltd, a company incorporated in England and Wales with company number 08440313, whose registered office is at Kemp House, 160 City Road, London, EC1V 2NX. GapSense is a trading name of Codified London Ltd. You can contact us at hello@gapsensehq.com.

1.2 "You" and "your" mean the business customer that orders the service, or the employee or representative of that customer who accepts these terms on its behalf. By accepting these terms you confirm that you have authority to bind the customer.

1.3 These terms form a binding contract between you and GapSense. By ticking the acceptance box at checkout, placing an Order, or paying an invoice we issue, you agree to be bound by these terms.

1.4 Defined terms used in these terms:

• "Assessment" means an AI-generated review of a planning application against applicable planning policy, produced by the service.
• "Report" means the written output of an Assessment, delivered in HTML and PDF form.
• "Order" means your request for one or more Assessments.
• "Fees" means the charges for the service as notified by us at the point of ordering or as set out in the applicable invoice.
• "Customer Materials" means the planning application documents and other inputs you upload or provide to us.

2. The service

2.1 GapSense is an AI-powered tool that reviews UK planning applications against the planning policy that will be used to determine them, and produces a Report flagging potential gaps, policy conflicts and procedural risks.

2.2 The service is provided in beta. Features may change, be added or withdrawn without notice. Coverage is currently limited to specified local planning authorities (at the date of these terms, Bristol City Council and Cardiff Council); coverage may be expanded or reduced.

2.3 Reports are AI-generated and indicative only. They are not planning advice, not legal advice, and not a substitute for a formal determination by a local planning authority or review by a qualified planning professional.

2.4 You must independently verify any output of the service before relying on it, submitting it to a local planning authority, or communicating it to any third party.

3. Ordering and acceptance

3.1 You place an Order by submitting an application through the service or by instructing us by email or through another agreed channel.

3.2 A binding contract for each Order forms on the earlier of: (a) our acceptance of your Order (which we may do expressly or by starting to perform the Assessment), or (b) our issue of an invoice to you for the Order.

3.3 Nothing on our website, marketing materials or pricing communications constitutes an offer capable of acceptance by you. We may decline any Order in our discretion.

4. Fees, invoicing and payment

4.1 Fees are those notified by us at the point of ordering or as set out in the applicable invoice.

4.2 Fees are exclusive of VAT, which is payable in addition at the applicable rate.

4.3 Invoices are payable by the due date stated on the invoice. If no due date is stated, invoices are payable within 30 days of the invoice date.

4.4 No refunds are payable once an Assessment has been run. If we fail to deliver a Report due to a fault on our side, we will at our option either re-run the Assessment or refund the Fees paid for that Assessment.

4.5 If you fail to pay any sum due on the due date, you will pay interest on the overdue amount at the rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998, together with recovery costs under section 5A of that Act. Interest accrues daily from the due date until actual payment.

4.6 We may suspend further Assessments while any Fees remain overdue.

5. Licence to use the service and the Report

5.1 Subject to your compliance with these terms and payment of the applicable Fees, we grant you a non-exclusive, non-transferable, non-sublicensable (except as set out in clause 5.2) and revocable licence to: (a) access and use the service for your internal business purposes, and (b) use each Report for the planning application for which the Assessment was commissioned.

5.2 You may share a Report with the end client for whose planning application you commissioned the Assessment, provided you do so subject to the restrictions in these terms and you remain responsible for their compliance with them.

5.3 Except as expressly permitted, you may not sell, resell, publish, redistribute or otherwise make the Report available to any third party.

6. Your obligations

6.1 You will use the service lawfully and in accordance with these terms.

6.2 You warrant that: (a) the Customer Materials you upload are accurate and complete, (b) you are entitled to upload them and to grant us the rights set out in these terms, and (c) you have a lawful basis under applicable data protection law for any personal data contained in the Customer Materials.

6.3 You will not upload special category personal data (as defined in the UK GDPR) unless strictly necessary for the Assessment. You will minimise the personal data contained in Customer Materials to that necessary for the Assessment.

6.4 You will not:

1. use any output of the service to develop, train or improve any AI model or service that competes with the service;
2. reverse engineer, decompile or otherwise attempt to derive the source code, model weights, prompts or underlying data of the service;
3. extract, scrape or systematically copy the service or any database we compile within it;
4. use the service in a manner that interferes with its operation or other users' use of it; or
5. use the service in connection with any unlawful activity or to facilitate any unlawful purpose.

6.5 You are responsible for all acts and omissions of any person who accesses the service using your account or credentials.

7. Intellectual property

7.1 We own or licence all intellectual property rights in the service, including the software, model weights and configurations, prompts, templates, and the structure, selection and arrangement of the planning-policy database we compile within the service, together with all modifications and improvements. The underlying planning policy documents remain subject to their own copyright (for example Crown copyright or the relevant LPA's copyright); we claim no rights in those source documents. Except for the licence granted in clause 5, no rights in the service transfer to you.

7.2 You own or retain all rights in the Customer Materials. You grant us a non-exclusive, royalty-free, worldwide licence to store, reproduce, adapt and process the Customer Materials for the purpose of performing the service for you, and for our internal analysis, security, debugging and service improvement purposes.

7.3 Subject to payment of the applicable Fees, you receive the licence set out in clause 5 to use the Report.

7.4 Feedback licence. If you give us feedback, suggestions or ideas about the service (including by email, in-product feedback or informal communications), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use that feedback without restriction and without any obligation to you.

8. AI output: warnings and disclaimers

8.1 You acknowledge and agree that:

1. the service uses large language models and other AI components whose outputs are probabilistic;
2. Reports may contain inaccuracies, omissions, outdated information, hallucinated content, misquoted policy references, or other errors;
3. the planning policy landscape changes frequently and a Report reflects our understanding at the time of the Assessment;
4. similar inputs may produce different outputs on different runs;
5. Reports are not tailored to any specific legal or factual matter beyond the Customer Materials provided, and do not constitute professional planning or legal advice.

8.2 You must independently verify any output before relying on it, submitting it to a local planning authority, or acting on it. Use of the service does not create any advisory or professional relationship between you and us.

9. Warranties

9.1 We warrant that we will provide the service with reasonable care and skill.

9.2 To the fullest extent permitted by law, all other warranties, conditions, representations and terms (whether express or implied by statute, common law or custom) are excluded, including any implied terms as to satisfactory quality, fitness for a particular purpose, or non-infringement.

9.3 We do not warrant that the service will be uninterrupted, error-free, or secure against all threats, or that any particular Report will be accurate, complete, or produce any particular outcome in a planning determination.

10. Liability

10.1 Nothing in these terms limits or excludes our liability for: (a) death or personal injury caused by our negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot lawfully be limited or excluded.

10.2 Subject to clause 10.1, our total aggregate liability to you arising out of or in connection with the service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is capped at the greater of:

1. the total Fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim; or
2. £100.

10.3 Subject to clause 10.1, we are not liable for any: (a) loss of profits, revenue, business, contracts or anticipated savings, (b) loss of goodwill or reputation, (c) loss, corruption or inaccuracy of data, or (d) indirect, special or consequential loss or damage, in each case however arising.

10.4 Without limiting clauses 10.2 and 10.3, and for the avoidance of doubt: we are not liable for any planning decision, refusal, conditions imposed, appeal costs, wasted professional fees, construction or development costs, or any other loss arising from reliance on a Report or output of the service.

10.5 You acknowledge that the Fees reflect the allocation of risk set out in this clause 10, and that without this allocation we would not provide the service on these commercial terms.

11. Term, suspension and termination

11.1 These terms apply each time you access the service and to each Order. Unless a longer term is agreed in writing, there is no ongoing subscription and each Order is discrete.

11.2 We may suspend your access to the service or terminate any Order immediately by notice if:

1. you fail to pay any Fees on their due date and do not remedy the failure within 7 days of a reminder;
2. you materially breach these terms;
3. you use the service unlawfully or in a manner that risks harm to us, other users or third parties; or
4. we are required to do so by law or by a court, regulator or other authority.

11.3 Either party may terminate these terms for material breach by written notice if the other party fails to remedy the breach within 30 days of written notice requiring it to do so (where the breach is capable of remedy).

11.4 On termination or suspension: (a) your right to use the service ceases, (b) Fees accrued up to the date of termination remain payable, and (c) clauses which by their nature are intended to survive termination (including clauses 7, 8, 9, 10, 12, 13 and 16) survive.

12. Confidentiality

12.1 Each party ("Receiving Party") will keep confidential any information marked as confidential, or which a reasonable person would understand to be confidential, that it receives from the other ("Disclosing Party") in connection with these terms.

12.2 The Receiving Party will use the Disclosing Party's confidential information only to perform its obligations or exercise its rights under these terms, and will not disclose it other than to its personnel, advisers and sub-contractors who need to know it and are bound by equivalent obligations of confidence.

12.3 Clause 12.1 does not apply to information which: (a) is or becomes public knowledge other than by breach of these terms, (b) was lawfully known to the Receiving Party before disclosure, (c) is lawfully received from a third party without restriction, (d) is independently developed without use of the Disclosing Party's confidential information, or (e) is required to be disclosed by law or by a competent authority (provided that, where lawful, the Receiving Party gives the Disclosing Party prior notice).

13. Data protection

13.1 In this clause 13, "Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other applicable law relating to the processing of personal data.

13.2 We describe how we process personal data where we act as controller in our Privacy Notice, which you confirm you have read.

13.3 To the extent that, in performing the service, we process personal data contained in the Customer Materials on your behalf, we act as processor and you act as controller. The Data Processing Addendum at Schedule 1 applies to that processing.

13.4 You are responsible for: (a) complying with Data Protection Laws in respect of personal data you upload to the service, (b) ensuring you have a lawful basis for the processing, (c) providing any fair processing information required to data subjects, and (d) responding to data subject requests (we will assist you as set out in Schedule 1).

14. Changes to these terms

14.1 We may change these terms from time to time. We will give you reasonable notice of any material change (for example, by email to your registered contact, by notice within the service, or by updating the effective date at the top of these terms and prompting you to re-accept on next sign-in).

14.2 If you do not accept a material change, your remedy is to stop using the service. Continued use after the effective date of a change means you accept the change.

14.3 We may make immaterial changes (such as typo corrections or clarifications) without notice.

15. Force majeure

15.1 Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay) caused by events beyond its reasonable control, including acts of God, war, terrorism, riot, fire, flood, pandemic, government action, labour disputes, failure of utilities or internet backbones, or failure of third-party cloud or AI service providers.

16. General

16.1 No partnership or agency. Nothing in these terms creates a partnership, joint venture or agency relationship between the parties.

16.2 Third-party rights. A person who is not a party to these terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.

16.3 Entire agreement. These terms, together with any Order, invoice and our Privacy Notice, constitute the entire agreement between the parties and supersede any prior agreements, representations or understandings. Each party acknowledges that it has not relied on any statement not expressly set out in these terms. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

16.4 Severance. If any provision (or part of a provision) is held to be invalid or unenforceable, it is severed to the minimum extent necessary, and the remaining provisions continue in force.

16.5 Notices. Notices under these terms must be in writing and sent: (a) to us, by email to hello@gapsensehq.com, or (b) to you, by email to the registered contact on your account, or to any other address notified in writing. Notices are deemed received on the next business day after sending.

16.6 Assignment. You may not assign, transfer, charge or sub-contract these terms or any of your rights or obligations under them without our prior written consent. We may assign or transfer these terms and our rights and obligations under them to any group company or to any acquirer of our business or assets.

16.7 Waiver. A failure or delay in exercising any right is not a waiver of that right. A waiver of any breach does not waive any subsequent breach.

16.8 Governing law and jurisdiction. These terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1: Data Processing Addendum (Article 28 UK GDPR)

This Schedule applies where GapSense processes personal data on behalf of the Customer as processor.

1. Subject matter

Provision of the GapSense AI planning review service to the Customer.

2. Duration

For the term of the Customer's use of the service and for the retention period set out in our Privacy Notice.

3. Nature and purpose of processing

Receiving, storing, analysing and processing Customer Materials (including personal data contained in them) to generate Reports; storing Reports; and related support, security, debugging and service improvement activities.

4. Types of personal data

Names, contact details, addresses, and other personal data contained in planning application documents and related materials uploaded by the Customer. This may include information relating to applicants, agents, neighbours, objectors, professional consultees, and individuals named in documents.

5. Categories of data subject

Planning applicants; agents and professional representatives; objectors and other third parties making representations; planning officers and other local authority staff named in documents.

6. Processor obligations

We will:

1. process the personal data only on the Customer's documented instructions (including as set out in the main terms), unless required by law (in which case we will notify the Customer, unless prohibited by law);
2. ensure that personnel authorised to process the personal data are subject to appropriate confidentiality obligations;
3. implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including encryption in transit and at rest where reasonably practicable, access controls, and regular review of security measures;
4. assist the Customer, taking into account the nature of processing and the information available to us, in responding to requests from data subjects and in complying with the Customer's obligations under Articles 32 to 36 UK GDPR;
5. at the Customer's choice, delete or return the personal data at the end of the service, unless we are required by law to retain it;
6. make available to the Customer the information reasonably necessary to demonstrate compliance with this Schedule.

7. Sub-processors

The Customer provides general authorisation for our use of sub-processors. A current list is available on request from hello@gapsensehq.com. We will give the Customer reasonable prior notice of any intended change to our sub-processors, and give the Customer a reasonable opportunity to object on reasonable grounds. Where we engage a sub-processor, we will impose data protection obligations on the sub-processor that are no less protective than those in this Schedule.

8. International transfers

Some sub-processors may be located outside the UK (including in the United States). Where personal data is transferred outside the UK to a jurisdiction without a UK adequacy decision, we will ensure an appropriate transfer mechanism is in place, such as the UK International Data Transfer Agreement (IDTA), or the EU Standard Contractual Clauses together with the UK Addendum. A copy of the applicable safeguards is available on request.

9. Personal data breaches

We will notify the Customer without undue delay after becoming aware of a personal data breach affecting the personal data, and provide information reasonably required by the Customer to comply with its notification obligations.

10. Assistance

We will provide reasonable assistance to the Customer in relation to data protection impact assessments and prior consultation with the ICO, at the Customer's cost (except to the extent required to remediate our breach of this Schedule).

11. Return or deletion

On termination of the service, we will delete the personal data within 365 days unless otherwise instructed by the Customer or required by law.

12. Audit

We will make available to the Customer the information reasonably necessary to demonstrate compliance with Article 28 UK GDPR. On reasonable prior written notice and no more than once per year (except for cause), the Customer may, at its cost, audit our compliance with this Schedule, subject to reasonable confidentiality and security restrictions.