LM3 ONLINE TERMS AND CONDITIONS
Updated - 8th September 2026
These Terms and Conditions govern the use of LM3 Online, a digital software product owned and operated by Impact Measurement Limited ("Impact Measurement", "LM3", "we", "us" or "our").
These Terms apply to organisations and other business users who purchase, licence or otherwise obtain access to LM3 Online or associated services.
By entering into an order, Software Licence Particulars or other agreement incorporating these Terms, the Client agrees to be bound by them.
1. DEFINITIONS
"Agreement" means these Terms and Conditions together with the applicable Software Licence Particulars, order form, proposal, statement of work and any schedules or documents expressly incorporated into them.
"AI Systems" means artificial intelligence, machine-learning, statistical, algorithmic and other automated analytical technologies used by LM3 in connection with the Services.
"Anonymised Data" means information derived from Client Data which has been processed so that individuals, the Client and, where appropriate, the Client's suppliers or other identifiable organisations cannot reasonably be identified from the information, whether directly or indirectly, taking account of the information and means reasonably likely to be available.
"Business Day" means Monday to Friday excluding public holidays in England.
"Business Hours" means 09:00 to 17:00 UK time on a Business Day.
"Charges" means the charges specified in the applicable Software Licence Particulars, order form or otherwise agreed in writing.
"Client" means the organisation entering into the Agreement with LM3.
"Client Data" means all information, data, records, documents and other material uploaded, entered, submitted, imported or otherwise supplied to the Services by or on behalf of the Client.
"Data Protection Laws" means all applicable UK legislation relating to privacy and the processing of personal data, including the UK GDPR, the Data Protection Act 2018 and legislation amending or replacing them.
"Documentation" means user guides, instructions and other documentation supplied by LM3 relating to the Services.
"Intellectual Property Rights" means copyright, database rights, trade marks, patents, design rights, rights in confidential information, trade secrets, know-how and all other intellectual property rights, whether registered or unregistered.
"LM3 Materials" means the Software, Documentation, methodologies, calculation methods, algorithms, models, databases, structures, designs, interfaces and other materials owned or developed by or for LM3, excluding Client Data.
"Minimum Term" means 12 months from the Effective Date unless otherwise specified in the Software Licence Particulars.
"Personal Data", "Controller", "Processor", "Data Subject" and "Processing" have the meanings given to them under applicable Data Protection Laws.
"Services" means LM3 Online and any related software, hosting, analysis, support or other services provided by LM3 under the Agreement.
"Software" means the LM3 Online software identified in the applicable Software Licence Particulars or order.
"Software Licence Particulars" means the document, order or electronic record setting out the Client's particular licence, Charges, users and any additional terms.
"Term" means the period during which the Agreement remains in force.
2. AGREEMENT AND TERM
2.1 The Agreement commences on the Effective Date stated in the Software Licence Particulars or, if none is stated, on the date on which LM3 first provides the Client with access to the Services.
2.2 The Agreement continues for the Minimum Term and thereafter until terminated in accordance with these Terms.
2.3 Either party may terminate the Agreement by giving at least 30 days' written notice, such notice to expire no earlier than the end of the Minimum Term.
2.4 Either party may terminate the Agreement immediately by written notice if the other party:
a. commits a material breach which, if capable of remedy, is not remedied within 30 days after written notice requiring it to do so;
b. becomes insolvent, enters administration or liquidation, ceases trading or becomes subject to an analogous insolvency procedure; or
c. repeatedly commits breaches which reasonably demonstrate an unwillingness or inability to comply with the Agreement.
2.5 LM3 may suspend access to the Services where Charges are overdue, where continued access creates a material security or legal risk, or where the Client materially breaches these Terms. Where reasonably practicable, LM3 will give the Client notice and an opportunity to remedy the issue before suspension.
3. SUPPLY AND USE OF THE SERVICES
3.1 Subject to payment of the Charges, LM3 grants the Client for the Term a limited, non-exclusive, non-transferable right to access and use the Services for its internal business purposes.
3.2 LM3 will use reasonable endeavours to make the Services available in accordance with the Agreement.
3.3 Unless otherwise agreed, LM3 will normally provide initial access within 10 Business Days of the Effective Date.
3.4 The Client may permit its employees, officers, contractors and other authorised personnel to use the Services where reasonably required for the Client's business.
3.5 The Client is responsible for:
a. ensuring that authorised users comply with the Agreement;
b. maintaining the confidentiality and security of login credentials;
c. notifying LM3 promptly of suspected unauthorised access; and
d. ensuring that its systems meet any reasonable technical requirements notified by LM3.
3.6 The Client must not, except to the extent permitted by law:
a. copy, modify, reverse engineer, decompile or attempt to derive the source code of the Software;
b. sell, sublicense, distribute or commercially exploit the Services for the benefit of a third party;
c. circumvent security or access controls;
d. introduce malicious software or material intended to damage or disrupt the Services; or
e. use the Services unlawfully or in a way which infringes the rights of another person.
4. CLIENT DATA — OWNERSHIP
4.1 As between LM3 and the Client, all Client Data remains the property of the Client or its relevant licensors.
4.2 Nothing in this Agreement transfers ownership of Client Data or Intellectual Property Rights in Client Data to LM3.
4.3 The Client grants LM3 a non-exclusive licence for the Term to host, copy, process, analyse, transmit and otherwise use Client Data only to the extent reasonably necessary to:
a. provide the Services;
b. perform calculations, analysis and reporting requested through the Services;
c. provide support and maintain the Services;
d. protect the security and integrity of the Services;
e. comply with applicable law; and
f. create Anonymised Data in accordance with section 5.
4.4 The Client warrants that it has the necessary rights and lawful authority to provide Client Data to LM3 and to authorise its processing in accordance with the Agreement.
4.5 The Client is responsible for the accuracy, quality and legality of Client Data and for determining whether the Services and resulting analyses are appropriate for its intended purposes.
5. ANONYMISED AND AGGREGATED DATA
5.1 LM3 may create Anonymised Data from Client Data.
5.2 Once information has been genuinely anonymised so that it no longer constitutes Client Data or Personal Data and cannot reasonably be attributed to the Client, an individual or, where appropriate, an identifiable supplier or other organisation, LM3 may retain and use that Anonymised Data after termination of the Agreement.
5.3 LM3 may use Anonymised Data for legitimate business and research purposes including:
a. improving LM3's methodologies, models, algorithms and software;
b. developing and testing new features and services;
c. training, testing, validating and improving LM3's analytical and AI Systems;
d. producing aggregated statistics;
e. developing benchmarks and comparative performance information;
f. identifying trends and patterns;
g. research, analysis and publication of aggregated insights; and
h. improving the accuracy and usefulness of LM3's services.
5.4 LM3 will not publish or disclose Anonymised Data in a manner which is reasonably likely to enable the Client, an individual, or a confidential supplier or transaction to be identified.
5.5 LM3 will take reasonable technical and organisational measures designed to prevent Anonymised Data from being re-identified.
5.6 LM3 will not attempt to re-identify individuals from Anonymised Data except where necessary to test the effectiveness of its anonymisation measures and subject to appropriate safeguards.
6. ARTIFICIAL INTELLIGENCE AND AUTOMATED ANALYSIS
6.1 The Client acknowledges that LM3 may use AI Systems as part of the operation, analysis, development and improvement of the Services.
6.2 AI Systems may be used, for example, to:
a. classify or analyse information;
b. identify or match data;
c. assist with data quality and validation;
d. generate analytical outputs;
e. improve LM3's methodologies and models; and
f. assist LM3 personnel in providing and developing the Services.
6.3 Where an AI System processes Client Data containing Personal Data or commercially confidential information, LM3 will apply appropriate technical and organisational safeguards and will process such information in accordance with this Agreement and applicable Data Protection Laws.
6.4 LM3 will not knowingly use identifiable Personal Data or Client confidential information to train a publicly available third-party general-purpose AI model unless:
a. this is necessary to provide a service specifically requested by the Client; and
b. the Client has been informed of the relevant processing or has expressly authorised it where required.
6.5 LM3 may use Anonymised Data to train, test, evaluate and improve LM3's own models and AI Systems and, subject to appropriate safeguards, other technology used to provide or improve the Services.
6.6 Outputs produced or assisted by AI Systems may contain errors or require interpretation. Unless expressly agreed otherwise, AI-generated or automated outputs are provided as analytical assistance and should not be treated as professional, legal, financial or other regulated advice.
6.7 LM3 remains responsible for performing its contractual obligations notwithstanding its use of AI Systems or third-party technology.
7. LM3 INTELLECTUAL PROPERTY
7.1 All Intellectual Property Rights in the Software, LM3 Materials and Services are and remain owned by LM3 or its licensors.
7.2 Except for the limited right to use the Services granted under this Agreement, no Intellectual Property Rights in the LM3 Materials are transferred to the Client.
7.3 The Client may use reports and outputs generated by the Services for its internal business purposes and may reproduce and communicate such outputs for legitimate business, reporting, procurement, funding or stakeholder purposes.
7.4 Where reports or outputs contain Client Data, ownership of that Client Data remains with the Client.
7.5 LM3 retains ownership of its underlying methodologies, models, calculation methods, software and other LM3 Materials used to produce an output.
7.6 If the Client provides suggestions, comments or feedback concerning the Services, LM3 may use that feedback without restriction or payment, provided that doing so does not disclose Client Confidential Information.
8. DATA PROTECTION
8.1 Each party will comply with applicable Data Protection Laws.
8.2 To the extent that LM3 processes Personal Data contained in Client Data on behalf of the Client, the Client is the Controller and LM3 is the Processor unless the circumstances require otherwise under Data Protection Laws.
8.3 The subject matter of the processing is the provision of the Services. Processing will continue for the Term and for such limited period thereafter as is necessary for deletion, return, backup management or compliance with law.
8.4 The nature and purpose of processing may include collection, storage, organisation, analysis, retrieval, consultation, calculation, reporting, transmission and deletion as necessary to provide the Services.
8.5 Personal Data processed may include business contact information and other Personal Data which the Client elects to submit to the Services. Data Subjects may include the Client's employees, representatives, suppliers, contractors, customers or other persons whose information is submitted by the Client.
8.6 LM3 will:
a. process Personal Data only on the Client's documented instructions, including this Agreement, unless required otherwise by applicable law;
b. ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;
c. implement appropriate technical and organisational security measures having regard to the nature and risks of the processing;
d. provide reasonable assistance to the Client in responding to Data Subject requests;
e. provide reasonable assistance in relation to security, Personal Data breaches, data protection impact assessments and regulatory consultations where applicable;
f. notify the Client without undue delay after becoming aware of a Personal Data breach affecting Client Personal Data;
g. make available information reasonably necessary to demonstrate compliance with its processor obligations; and
h. permit reasonable audits or inspections as required by applicable Data Protection Laws, subject to reasonable notice, confidentiality and security requirements.
8.7 LM3 may use sub-processors to provide the Services.
8.8 The Client gives general authorisation for LM3 to appoint and replace sub-processors provided that:
a. LM3 imposes appropriate data protection obligations on its sub-processors;
b. LM3 remains responsible for the performance of its applicable data protection obligations by its sub-processors; and
c. where required by Data Protection Laws, LM3 provides reasonable notice of material changes to sub-processors and an opportunity for the Client to raise reasonable data-protection objections.
8.9 LM3 will ensure that any international transfer of Personal Data is made in accordance with applicable Data Protection Laws and subject to an appropriate transfer mechanism where required.
8.10 On termination or expiry, LM3 will, at the Client's choice and subject to applicable law, return or delete Personal Data processed on the Client's behalf.
8.11 Personal Data contained in backups may remain until the relevant backup is overwritten or securely deleted in accordance with LM3's normal retention procedures, provided that such data is protected and not used for other purposes during that period.
8.12 Section 8.10 does not require LM3 to delete Anonymised Data created in accordance with section 5.
9. CONFIDENTIALITY
9.1 Each party may receive confidential or commercially sensitive information belonging to the other.
9.2 Each party will:
a. keep the other party's Confidential Information confidential;
b. use it only for purposes connected with the Agreement; and
c. disclose it only to personnel, professional advisers and contractors who need to know it and who are subject to appropriate confidentiality obligations.
9.3 These restrictions do not apply to information which:
a. is or becomes public other than through breach of the Agreement;
b. was lawfully known to the receiving party before disclosure;
c. is independently developed without use of the other party's Confidential Information;
d. is lawfully obtained from a third party without restriction; or
e. must be disclosed by law, court order or regulatory authority.
9.4 Client Data will be treated as the Client's Confidential Information except to the extent it has been converted into Anonymised Data in accordance with section 5.
9.5 The obligations in this section survive termination of the Agreement.
10. SECURITY
10.1 LM3 will maintain technical and organisational measures appropriate to the nature of the Services and the risks associated with the processing of Client Data.
10.2 The Client is responsible for maintaining appropriate security over its own systems, devices and user accounts.
10.3 Neither party can guarantee that internet-based systems will be completely free from security threats, but LM3 will take reasonable measures designed to prevent unauthorised access, loss, alteration or disclosure of Client Data.
11. THIRD-PARTY SERVICES
11.1 The Services may rely upon third-party hosting, infrastructure, data, software, AI or other technology providers.
11.2 LM3 may change such providers where reasonably necessary to operate, maintain or improve the Services.
11.3 Where a third-party provider processes Personal Data on behalf of LM3 in providing the Services, the requirements relating to sub-processors in section 8 will apply.
11.4 LM3 is not responsible for third-party products or services independently selected, contracted for or controlled by the Client.
12. CHARGES AND PAYMENT
12.1 Charges will be invoiced in accordance with the Software Licence Particulars or other agreed commercial terms.
12.2 Unless otherwise agreed, invoices are payable within 30 days.
12.3 Charges are exclusive of VAT unless expressly stated otherwise.
12.4 LM3 may charge interest on overdue amounts at the rate permitted under applicable law and may suspend access following reasonable notice where undisputed Charges remain overdue.
12.5 LM3 may review Charges annually by giving at least 30 days' written notice. Any increase will normally take effect on renewal or the next applicable charging period.
13. CREDITS AND REFUNDS
13.1 Where the Services permit the Client to purchase usage credits, credits have no cash value and may only be used for the Services for which they were purchased.
13.2 Except where required by law or expressly agreed otherwise:
a. purchases of credits are final;
b. unused credits are non-refundable; and
c. credits cannot be exchanged for cash or unrelated services.
13.3 Nothing in this section affects any rights which cannot lawfully be excluded.
14. WARRANTIES AND SERVICE
14.1 LM3 warrants that:
a. it has authority to enter into the Agreement and provide the Services;
b. it will provide the Services with reasonable skill and care; and
c. the Software will perform materially in accordance with its applicable description when used in accordance with the Documentation.
14.2 LM3 does not warrant that:
a. the Services will be completely uninterrupted or error-free;
b. every defect will be corrected immediately;
c. Client Data or third-party data supplied to the Services is accurate or complete; or
d. analytical outputs will be suitable for every purpose for which the Client may choose to use them.
14.3 LM3 may carry out maintenance, updates and modifications to the Services. Where practicable, LM3 will seek to minimise material disruption.
14.4 Except as expressly stated in the Agreement, all warranties and conditions which may lawfully be excluded are excluded.
15. LIABILITY
15.1 Nothing in the Agreement limits or excludes either party's liability where it would be unlawful to do so, including liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation; or
c. any other liability which cannot lawfully be limited or excluded.
15.2 Subject to section 15.1, LM3 will not be liable for indirect or consequential loss, loss of profit, loss of anticipated savings, loss of business opportunity or loss arising from the Client's reliance on inaccurate Client Data.
15.3 Subject to section 15.1, LM3's total aggregate liability arising out of or in connection with the Agreement in any 12-month period will not exceed the total Charges paid or payable by the Client under the Agreement during the preceding 12 months.
15.4 Nothing in this section limits the Client's obligation to pay Charges properly due.
16. TERMINATION AND CLIENT DATA
16.1 On termination:
a. the Client's right to access the Services ends;
b. Charges accrued before termination remain payable; and
c. each party must cease using the other party's Intellectual Property except as otherwise permitted by the Agreement.
16.2 Where reasonably practicable, LM3 will provide the Client with an opportunity to export Client Data before deletion.
16.3 Subject to applicable law and reasonable backup retention periods, LM3 will delete or return Client Data following termination in accordance with section 8.
16.4 Termination does not affect LM3's right to retain and use Anonymised Data in accordance with section 5.
16.5 Provisions which by their nature are intended to continue after termination, including provisions relating to Intellectual Property, Anonymised Data, confidentiality, liability and accrued rights, will survive termination.
17. CHANGES TO THE SERVICES AND TERMS
17.1 LM3 may update the Services from time to time to improve functionality, security, compliance or performance.
17.2 LM3 may amend these Terms where reasonably necessary to reflect changes in law, regulation, technology, security requirements or the Services.
17.3 LM3 will give reasonable notice of material changes to these Terms.
17.4 Changes which materially disadvantage an existing Client will not take effect during a committed Minimum Term unless required by law or agreed with the Client.
18. FORCE MAJEURE
Neither party will be liable for delay or failure to perform its obligations, other than payment obligations, where caused by circumstances beyond its reasonable control, provided that it takes reasonable steps to minimise the effect of those circumstances.
19. GENERAL
19.1 Notices. Formal notices under the Agreement must be in writing and delivered to the registered office or other address or email address notified by the receiving party for contractual notices.
19.2 Assignment. Neither party may assign the Agreement without the other party's written consent, such consent not to be unreasonably withheld, except that LM3 may assign the Agreement as part of a bona fide corporate reorganisation, sale of its business or transfer to an associated company.
19.3 Entire Agreement. The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes previous agreements or representations relating to that subject matter, except in the case of fraud.
19.4 Waiver. Failure or delay in exercising a right under the Agreement does not constitute a waiver of that right.
19.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect.
19.6 No Partnership. Nothing in the Agreement creates a partnership, joint venture, employment relationship or agency between the parties.
19.7 Third-Party Rights. A person who is not a party to the Agreement has no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.
19.8 Order of Precedence. If there is a conflict between these Terms and the Software Licence Particulars, the Software Licence Particulars take precedence to the extent of that conflict.
19.9 Governing Law. The Agreement and any dispute or claim arising from it are governed by the laws of England and Wales.
19.10 Jurisdiction. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.
20. CONTACT DETAILS
LM3 Online is owned and operated by:
Impact Measurement Limited
20 Bramley Orchards
Bromyard
Herefordshire
HR7 4UT
United Kingdom
Company Number: 06870046
General enquiries: office@lm3online.com
The Client should contact LM3 using the above details regarding contractual, data protection or Client Data enquiries.
LM3 Online Terms and Conditions
Revision: 8th September 2026
© Impact Measurement Limited. All rights reserved.