Our Terms & Conditions
1. Definitions
The words and expressions in this Agreement shall have the following meanings, unless they are inconsistent with the context:
1.1 “Agreement” means the contract set out in these Terms and Conditions;
1.2 “Customer” shall mean the company, corporation, firm, individual, organisation or partnership named on the Order Form.
1.3 “Delivery” means delivery by the Licensor of the Document Package or Updates (as the case may be) to the Customer by (a) transmitting an email with an attachment containing the same or (b) making the same available for download from the Internet or (c) such other means as the Licensor shall notify the Customer from time to time (“Deliver” and “Delivered” shall be construed accordingly);
1.4 “Document Package” means a package containing electronic templates for the documents specified on the Term Sheet and comprising all associated software, operating instructions and documentation;
1.5 “Initial Term” shall mean a term of twelve months from the Start Date;
1.6 “Licensor” means The Legal Document Company Limited registered in England and Wales under Company Number 03654172 and whose registered office is at Power House, Davy Avenue, Knowhill, Milton Keynes, MK5 8RR, VAT registration number 737 4071 32;1.7 "Notice” means prior written notice addressed to either party at the address indicated on the Order Form or such other address as may at the relevant time have been notified pursuant to this Agreement to the party giving notice;
1.8 “Order Form” shall mean the electronic order form appearing on the Licensor’s web site or e-mailed to the Customer or a printed copy of the Order form. The Order Form shall form part of this Agreement.
1.9 "Software” means the system software, compilers and other tools associated with the Document Package and any new versions or Updates produced by the Licensor and Delivered to the Customer from time to time pursuant to the terms of this Agreement;
1.10 “Start Date” shall mean the first day of the month next following the date of the Licensor’s order acknowledgment.
1.11 “Term” means the duration of this Agreement as specified in Clause 3;
1.12 “Updates” means amendments and revisions made from time to time to the Document Package supplied by the Licensor to the Customer and not subject to separate licence arrangements.
2. Basis of Agreement
2.1 The Parties shall discharge their respective obligations set out in these Terms and Conditions in accordance with the Customer’s Order Form that has been accepted by the Licensor by the issue of an order acknowledgement. No contract will arise between the Licensor and the Customer until such order acknowledgement is issued. All Document packages and or Software are supplied subject to these Conditions, which shall govern this Agreement to the exclusion of any other terms and conditions.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Licensor and of the Customer.
2.3 The Licensor's employees or agents are not authorised to make any representations concerning the Document Package and or Software unless confirmed by the Licensor in Writing. In entering into this Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Licensor shall be subject to correction without any liability on the part of the Licensor.
3. Term
This Agreement shall commence on the Start Date and shall continue for the Initial Term and thereafter unless or until terminated by either party in accordance herewith.4. Software Licence
4.1 The Licensor grants to the Customer a non-exclusive non-transferable licence for the Term to:
4.1.1 install and run a copy of the Software in object code
form on the Customer’s system to allow the Customer’s employees
to access and use the Document Package in the course of the Customer’s
normal daily business; and
4.1.2 make such copies of the Software as are reasonably required
for backup and disaster recovery purposes only.
4.2 For the avoidance of doubt, the licence in Clause 4.1 excludes the right for the Customer to provide to any third party any benefit from use of the Document Package and the Customer shall not nor shall it permit any third party to: (a) make any unauthorised copies or adaptations or derivatives of or modifications to the Document Package; (b) distribute, disclose, market, rent, lease or transfer the Document Package to any other person; or (c) decompile or reverse engineer the Software.
4.3 The licence granted hereunder shall terminate forthwith on termination of the Agreement.5. Licensor’s Obligations
5.1 The Licensor shall:5.1.1 Make the Document Package available to the Customer
as soon as practicable after the formation of this Agreement either (a)
by transmitting an email with an attachment containing the same or (b)
making the same available for download from the Internet or (c) such other
means as the Licensor shall notify the Customer from time to time;
5.1.2 deliver any Updates which are made generally available
to the Licensor’s customers without charge;
5.1.3 provide access from time to time by email or online (at
the Licensor’s sole discretion) to bulletins and newsletters giving
explanations and guidance on the documents in the Document Package; and
5.1.4 respond in a timely and professional manner to requests
for user support covering the installation, operation or configuration
of the Document Package made by telephone or email to the Licensor’s
help desk between 9:30am and 5:00pm Monday to Friday (excluding English
public holidays), such obligation being confined to the then current version
of the Document Package. Such support may be provided by e-mail, telephone,
video link, Citrix “GoToMeeting” or similar product at the
discretion of the Licensor.
5.1.5 provide the Customer with access to a Legal Advice Helpline
provided by a third party supplier of the Licensor’s choice. Such
facility shall be available during normal working hours Monday to
Friday and at the supplier’s discretion on a 24-hour a day basis
(excluding Christmas Day) and shall offer commercial legal advice, subject
always to the separate terms and conditions applicable to such facility.
6. Payment and
Pricing
6.1 The Customer shall pay the Licence Fee in advance
by direct debit on the Start Date and the same day each month thereafter.
The Customer shall execute any documents required to authorise the Licensor
to originate direct debit payments unless alternative payment arrangements
are agreed in writing.
6.3 If the Customer fails to pay any amount by its due date, the Licensor will in its absolute discretion (and without prejudice to its rights under Clause 9.1 below and its sub-clauses):
6.3.1 suspend the performance of any services and or access
to the Document Package(s) until such time as the outstanding sum is paid;
and or
6.3.2 levy interest daily on such amount from the due date
until receipt of payment in cleared funds at the statutory rate of interest
applying to late payment of commercial debts. Such interest shall be payable
by the Customer on demand.
7. Customer’s Undertakings and Obligations
7.1 The Customer warrants that the person completing the Order Form:
7.1.1 has the Customer’s authority to enter into this
Agreement; and
7.1.2 is authorised to sign on the Customer’s bank account.
7.2 The Customer agrees to be bound by these Conditions.
7.3 The Customer undertakes to:
7.3.1 keep the Document Package confidential and not carry
out or permit disclosure of the whole or any part of it to persons other
than employees of the Customer who need such disclosure in the ordinary
course of the business of the Customer or other persons to whom the Customer
must disclose the Document Package to comply with any statutory obligations;
7.3.2 comply at all times (during and after the Term) with
the restrictions in Clause 4.2; and
7.3.2 cease use of an earlier version of the Document Package
after Delivery of an Update.
7.3.3 The Customer undertakes not to assign, re-sell, sub-licence,
or part with possession of or otherwise deal in the Document Package or
this Agreement.
8.1 This Clause 8 limits the Licensor’s liability to the Customer, and the Licence Fee and the Licensor’s other charges are based in part on these limits.
8.2 Liability for death or personal injury resulting from negligence or fraudulent misrepresentation by the Licensor or the Licensor’s employees, agents, or sub-contractors shall not be limited.
8.3 Subject always
to Clause 8.2 above, the Licensor excludes any liability for:
any loss attributable to the Customer’s failure to incorporate and
use Updates in the Document Package; and
8.3.1 incorrect factual information provided to the Licensor
or inserted by the Customer into the Term Sheet or the documents in the
Document Package; and
8.3.2 loss of profit, loss of goodwill or any special, indirect
or consequential loss (including loss or damage suffered by the Customer
as a result of an action brought by a third party) even if such loss was
reasonably foreseeable or the Licensor had been advised in writing of the
possibility of the Customer incurring such loss.
8.4 Although reasonable
care is taken in their preparation, the Licensor does not warrant that
all or any of the documents in the Document Package:
8.4.1 is suitable
or effective in a particular factual situation;
8.4.2 are effective
for use in a particular transaction; or
8.4.3 is legally
effective once executed.
8.5 The Licensor does not:
8.5.1 give or purport to give legal advice and all liability
for any legal advice given or purported to be given by any employee or
contractor of the Licensor is excluded (legal advice given through the
Legal Advice Line is subject to the terms and conditions of its use); or
8.5.2 represent that the Document Package is an effective substitute
for the advice of a qualified solicitor.
8.6 In the event of a breach of this Agreement, the Licensor’s liability shall be discharged by the Licensor remedying the breach (if capable of remedy) or, at its discretion, refunding the Licence Fee paid pursuant to this Agreement.
8.7 Except as provided in Clause 8.2 above, the Licensor’s liability to damages shall be limited to the total amount paid by the Customer to the Licensor pursuant to this Agreement in the immediately preceding period of 12 months.
9. Termination and Consequences of Termination
9.1 Notwithstanding
any provision herein to the contrary this Agreement may be terminated:
9.1.1 without cause by either party serving not less than 3
months’ Notice expiring on the anniversary of the Start Date to the
other provided that such Notice shall not under any circumstances become
effective earlier than the end of the Initial Period; or
9.1.2 forthwith by the Licensor if any amount due pursuant
to Clause 6 above becomes overdue by 21 days or more; or
9.1.3 forthwith by the Licensor if the Customer is unable
to pay its debts or enters into liquidation (except as part of a solvent
corporate reconstruction or reorganisation) or bankruptcy or has a receiver
or administrator appointed or makes any arrangement with its creditors
or ceases to carry in business.
9.2 Termination of this Agreement howsoever arising shall not affect the rights and obligations of either party accrued prior to termination.
9.3 On termination of this Agreement pursuant
to either Clause 9.1.2 above or Clause 9.1.3 above, the balance of the Licence Fees due over the Initial Term or until the next following anniversary of the Start Date shall immediately become payable.9.4 On termination of this Agreement for any cause
the Customer agrees:
9.4.1 to remove all copies (including backup copies) of the
Document Package from all computers in the Customer’s possession;
and
9.4.2 to deliver to the Licensor within seven days the Document
Package and any backup copies, including the auto-run installation CD,
hard copy, and Update disks; and
9.4.3 upon the Licensor giving the Customer not less than 24
hours’ Notice, to permit the Licensor or the Licensor’s agent
access to the Customer’s premises and or computer systems to verify
compliance with Clauses 9.4.1 above; and
9.4.4 to pay a per diem fee equivalent pro-rata to
the Licence Fee after termination of this Agreement until such time as
the Customer has complied fully with the provisions of Clauses 9.4.1 to
9.4.3 above.
10. General
10.1 All amounts payable to the Licensor under this Agreement shall be subject to the addition of Value Added Tax at the prevailing rate.10.2 All Notices must be delivered personally or by first class post bearing an external return address and will be deemed to have been served (if delivered personally) on delivery or (if sent by post) 48 hours after delivery.
10.3 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.4 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions (or remaining part thereof) of this Agreement and the remainder of the provision in question shall not be affected.
10.5 This Agreement shall be governed by the laws of England, and the parties hereby submit to the exclusive jurisdiction of the English Courts for all purposes arising in connection with this Agreement.
10.6 This Agreement, and the documents referred to in it, constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement. No variation, supplement, or replacement of or from this Agreement or any of its terms shall be effective unless made in writing and signed by or on behalf of each party.
10.7 The Customer may not without the prior written consent of the Licensor sub-contract, assign or otherwise transfer all or any of its rights or obligations under this Agreement. The Licensor shall be entitled to sub-contract, assign or otherwise transfer all or any of its rights or obligations under this Agreement.
10.8 A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
