CloudLegal Legal Partner Service Terms and Conditions

CloudLegal Legal Partner Service Terms and Conditions2018-10-22T15:48:40+00:00

These Terms along with the Legal Partner EOI are entered into by and between CloudLegal Limited, a company registered in England and Wales under company number 07678175, whose registered office is at The WorkBox, Unit 1, Wharf Road, Penzance, Cornwall, United Kingdom TR18 4FG which operates a website at www.cloudlegalsupport.com (‘CL Platform’) (hereinafter referred to as ‘CL’ or ‘CloudLegal’) and, the CL Legal Partner, detailed in the EOI submitted when applying to become a CL Legal Partner, pursuant to the Terms and Conditions (the ‘Terms’) (each a ‘Party’ and together the ‘Parties’). These Terms, the Legal Partner EOI and any Process Notes that are provided to the CL Legal Partner from time to time together constitute the Agreement.

The CL Platform is designed to enable:

  1. (a) CL Members to submit details of matters for which they may require advice and/or assistance via the CL Platform; and,
  2. (b) The registered legal professionals to be able to send responses and provide services direct to those CL Members (a registered legal professional is a ‘CL Legal Partner’) with an indication of the fees chargeable for the provision of that advice and/or assistance and any conditions applicable to those fees (‘Quotes’). Services other than the Request-a-Quote service that generates CL Platform Fees include e.g. LawChats and Document CheckUps.
  1. 1. DEFINITIONS AND INTERPRETATIONS
    1. The definitions to be read with these Terms are set out in full at Clause 14 of this Agreement.
  2. 2. GENERAL
    1. 2.1 CL is an online venue which inter alia:
      1. (a) sells a selection of solicitor maintained and approved template documents for download purchase (‘CL Documents’);
      2. (b) makes Introductions of CL Members to one or more CL Legal Partner by facilitating the Request-a-Quote service; and,
      3. (c) provides ancillary services e.g. LawChats and Document CheckUps and any other services that may be added from time to time.
        (together, the ‘CL Products & Services’).
    2. 2.2 CL wishes to appoint CL Legal Partner as its non-exclusive provider of Legal Services via the CL Platform and the CL Legal Partner wishes to accept such appointment subject to these Terms.
    3. 2.3 CL Legal Partner acknowledges that CL is not a law firm, does not provide legal advice and is not SRA-regulated.
    4. 2.4 Nothing in these Terms obligates CL to make Introductions. CL makes no warranty as to the quality of the CL Members that may be Introduced to CL Legal Partner via the Request-a-Quote function of the CL Platform or otherwise and is not liable for any Losses suffered by CL Legal Partner as a result of an Introduction which is at the CL Legal Partner’s sole risk.
  3. 3. APPPOINTMENT AS CL LEGAL PARTNER
    1. 3.1 CL hereby appoints CL Legal Partner as its non-exclusive CL Legal Partner to provide Legal Services to CL Members.
    2. 3.2 The CL Legal Partner shall in its absolute discretion determine whether it wishes to provide the Legal Services inclusive of Quotes and if it does so the CL Legal Partner shall use all reasonable endeavours:
      1. (a) to provide Quotes which have been requested via the CL Platform (in the format required by CL) direct to the CL Member who has submitted the Request-a-Quote as soon as reasonably practicable and in any event within 48 hours of receiving the Request-a-Quote; and,
      2. (b) to cc in CL in any initial Quote correspondence sent pursuant to Clause 3.2(a).
    3. 3.3 CL shall not represent itself as an agent of CL Legal Partner for any purpose, nor pledge CL Legal Partner’s credit or give any condition or warranty or make any representation on CL Legal Partner’s behalf or commit CL Legal Partner to any contracts.
    4. 3.4 For the avoidance of doubt, CL provides a matching and introducer platform only and all CL Legal Partner Terms are solely entered in to between the CL Legal Partner and the CL Member and CL is not a party nor privy to this contractual relationship.
  4. 4. TERM
    1. This Agreement shall commence on the Effective Date and subject to earlier termination provisions in Clause 10, the Term shall commence when CL Legal Partner has been notified of acceptance and shall continue subject to either Party serving at least thirty (30) days written notice on the other.
  5. 5. INTELLECTUAL PROPERTY
    1. 5.1 All Intellectual Property Rights in and to CL Intellectual Property (including the CL Platform and all content therein) belongs, and shall continue to belong, to CL or its licensors.
    2. 5.2 CL Legal Partner shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of CL and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character.
    3. 5.3 CL makes no representation or warranty as to the validity or enforceability of CL Intellectual Property Rights.
    4. 5.4 Neither Party grants any licence of, right in, or makes any assignment of, any of its Intellectual Property Rights. In particular, neither Party shall have rights in respect of any trade names or trademarks used by the other Party in relation to the other Party’s products and services or its associated goodwill, and the Parties hereby acknowledge that all such rights and goodwill shall inure for the benefit of, and are (and shall remain) vested in, the Party who owns them.
    5. 5.5 CL Legal Partner shall promptly give notice in writing to CL in the event that it becomes aware of: (a) any infringement or suspected infringement of any of CL Intellectual Property Rights; and (b) any claim that any CL Intellectual Property infringes the rights of any third party.
  6. 6. CL LEGAL PARTNER OBLIGATIONS
    1. 6.1 CL Legal Partner shall:
      1. (a) use all reasonable endeavours to perform its obligations under this Agreement in respect of the Legal Services provided with first class care and skill expected of the legal profession;
      2. (b) comply with the Non-Circumvention Clause 13;
      3. (c) provide CL with all reasonable co-operation in relation to this Agreement;
      4. (d) have in place appropriate professional indemnity insurance in respect of the Legal Services;
      5. (e) pre-populate the Quote Form content provided by CL as required and send back to CL and be responsible for keeping the template information up-to-date;
      6. (f) when providing a Quote, follow all instructions provided by CL including the following:
        1. i. fill out the parts in blue highlight (including the insertion of a link to the CL Legal Partner’s terms of service) and send it by email to the CL Member within 48 hours (always cc’ing CloudLegal in to the Initial Engagement). Where a Quote is accepted, CL does not need to be part of any future correspondence in respect of the Initial Engagement itself or in respect of any quotes or correspondence relating to any Future Engagements which shall continue subject to the CL Legal Partner Terms;
        2. ii. always request that a CL Member signs and dates a Quote Form to signify acceptance of a Quote (which can be typed for ease);
        3. iii. forward a copy of each and every Quote acceptance You send to a CL Member to CL in respect of an Initial Engagement;
        4. iv. always complete and provide a Quote Form to the CL Member in respect of an Initial Engagement even where the matter of the Quote is discussed by other means e.g. telephone/ skype i.e. the Quote Form should be documented in writing;
        5. v. promptly put in place all Your own paperwork by way of Your client care letter and/ or service terms and any payment set-ups;
        6. vi. promptly provide CL with a CL Monthly Sales Statement in respect of the payment of CL Platform Fees as per Clause 8;
      7. (g) comply with all applicable laws and regulations with respect to its activities under this Agreement including without limitation to the generality of the forgoing compliance with the DPA 1998 and the GDPR when it comes in to force and the aforementioned is replaced;
      8. (h) shall follow the Process Notes as provided by CL;
      9. (i) promptly notify CL in the event of CL Legal Partner having knowledge of any unauthorised access to, or use of, the CL Products & Services; and
      10. (j) promptly inform CL of any after sales enquiry or complaint concerning CL and/or the CL Products & Services.
    2. 6.2 CL Legal Partner agrees and accepts that CL does not warrant that a potential CL Member’s (or CL Legal Partner’s) use of the CL Platform will be uninterrupted or error-free and CL is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and CL Legal Partner acknowledges that the service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    3. 6.3 Neither Party shall be prevented from entering into similar agreements to this Agreement with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are the same or similar to those provided under this Agreement.
    4. 6.4 CL Legal Partner acknowledges that CL may make enquiries with any CL Member to ensure that these Terms are being complied with.
  7. 7. CL OBLIGATIONS
    1. 7.1 CL shall provide to CL Legal Partner any materials, information, know-how and documentation as in each case CL considers necessary and co-operate fully with CL Legal Partner as shall be reasonably required for CL Legal Partner to perform its obligations under this Agreement.
    2. 7.2 CL warrants that it is the legal and beneficial owner of the CL Products & Services.
    3. 7.3 CL is entitled to, but is not obliged to, review all Quotes.
    4. 7.4 CL shall inform CL Legal Partner promptly of any changes to the specification, functionality and features of the CL Platform that may materially disrupt, affect or change the way the CL Legal Partner or CL Member operate. CL may make such changes as it desires at its entire sole discretion and it may add, delete, or otherwise change the features of the CL Products & Services available on the CL Platform.
    5. 7.5 CL shall use its reasonable endeavours to make Introductions of CL Members to the CL Legal Partner.
    6. 7.6 CL acknowledges that CL Legal Partner has an obligation to disclose the referral arrangements under this Agreement in accordance with the SRA Code of Conduct where CL Legal Partner is authorised by the SRA.
    7. 7.7 CL shall comply with all applicable laws and regulations with respect to its activities under this Agreement including without limitation to the generality of the foregoing compliance with the Data Protection Legislation.
  8. 8. CL PLATFORM FEES & CL LEGAL PARTNER PAYMENTS
    1. 8.1 All CL Platform Fees shall be paid as referred to in here and in the remainder of this Clause 8:
      1. (a) CL PLATFORM FEES for REQUEST-A-QUOTES: Where CL Legal Partner and the respective CL Member have agreed and executed the CL Legal Partner Terms pursuant to an Engagement, CL shall be entitled to the following percentage of the Gross Contract Revenue collected by CL Legal Partner for as long as that CL Member remains a CL Member and a client of CL Legal Partner and in respect of the Initial Engagement and any Future Engagements.
      2. Activity Gross Contract Revenue split Collected by? Payable to?
        Request-a-Quote 80% (Legal Partner):20% (CL) Legal Partner CL

      3. (b) CL LEGAL PARTNER PAYMENTS for LAWCHATS: CL Legal Partner shall be entitled to the following percentage of the Gross Contract Revenue collected by CL for LawChats successfully performed by the CL Legal Partner.
      4. Activity Gross Contract Revenue split Collected by? Payable to?
        15 mins LawChat (purchased individually) 50% (Legal Partner): 50% (CL) CL Legal Partner
        30 mins LawChat (purchased individually) 65% (Legal Partner): 35% (CL) CL Legal Partner
        60 mins LawChat (purchased individually) 75% (Legal Partner): 35% (CL) CL Legal Partner
        15 mins LawChat (part of a membership) N/A N/A N/A

      5. (c) CL LEGAL PARTNER PAYMENTS for DOCUMENT CHECKUPS: CL Legal Partner shall be entitled to the following percentage of the Gross Contract Revenue collected by CL for Document CheckUps successfully performed by the CL Legal Partner.
      6. Activity Gross Contract Revenue split Collected by? Payable to?
        Document CheckUp 80% (Legal Partner): 20% (CL) CL Legal Partner

    2. 8.2 For the avoidance of doubt, CL shall be entitled to the CL Platform Fees for the Initial Engagement and for all Future Engagements for as long as that CL Member remains a member of the CL Platform and a client of the CL Legal Partner.
    3. 8.3 All undisputed CL Platform Fees shall be paid by way of electronic transfer to the CL Bank Account. CL Platform Fees shall be contingent upon the CL Member making payment in respect of the sums due under the CL Legal Partner Terms.
    4. 8.4 All undisputed CL Legal Partner Payments shall be paid by way of electronic transfer to the CL Legal Partner Bank Account. CL Legal Partner Payments shall be contingent upon the CL Member making payment in respect of the sums due to CL without any chargebacks or similar subsequently revoking payment.
    5. 8.5 In respect of CL Platform Fees, CL Legal Partner shall, within five (5) Business Days of the start of calendar month B, supply a monthly written statement to CL of the CL Member Engagements undertaken (Initial Engagements and Future Engagements) for the previous calendar month A (‘CL Monthly Sales Statement’). Based on the CL Monthly Sales Statement received, CL shall on or around the 10th of each month issue an invoice for payment of the CL Platform Fees which shall be received by CL in full and clear funds by the end of the same month i.e. month B.
    6. 8.6 In respect of CL Legal Partner Payments, CL shall, within five (5) Business Days of the start of calendar month B, supply a monthly written statement to CL Legal Partner of the LawChats or Document CheckUps that have been successfully undertaken for the previous calendar month A (‘Ancillary Services Monthly Sales Statement’). Based on this, CL Legal Partner shall on or around the 10th of each month issue an invoice for payment of the CL Legal Partner Payments which shall be received by CL Legal Partner in full and clear funds by the end of the same month i.e. month B.
    7. 8.7 If either Party fails to pay the CL Platform Fees and/ or CL Legal Partner Payments as applicable within five (5) Business Days of the due date for payment under this Agreement other than in the case of a bona fide dispute, the Party expecting payment may require the defaulting Party to pay interest for the period from and including the due date of payment up to the date of actual payment. The interest shall be paid at the rate of 1% above the base rate from time to time of the Bank of England and must be requested in writing.
    8. 8.8 All CL Platform Fees and CL Legal Partner Payments payable under this Agreement shall be payable in pounds sterling and are exclusive of value added tax or other applicable sales tax which shall be added to the sum in question.
  9. 9. CONFIDENTIALITY
    1. 9.1 Save as is otherwise required by law or any regulatory authority, each Party undertakes to the other that during the Term and thereafter it shall keep secret and shall not without the prior written consent of the other Party disclose to any third party (except to its legal and professional advisors) any Confidential Information learned by the recipient Party or disclosed to the recipient Party by such other Party pursuant to or otherwise in connection with this Agreement, except to the extent that any Confidential Information:
      1. (a) is or shall (otherwise than by breach of this Agreement) be in the public domain; or,
      2. (b) is in the possession of the recipient Party other than pursuant to disclosure from the other Party;
      3. (c) is independently developed by the receiving party, which independent development can be shown by written evidence; or,
      4. (d) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body and including CL Legal Partner’s obligation to disclose the referral arrangement pursuant to the SRA Code of Conduct where applicable.
    2. 9.2 To the extent that it is necessary to implement the provisions of this Agreement the recipient Party may disclose Confidential Information to its directors, officers and employees as may reasonably be necessary provided that the recipient Party shall:
      1. (a) before disclosure, make such persons aware of their obligations of confidentiality under this Agreement;
      2. (b) at all times procure compliance with such obligations of confidentiality; and,
      3. (c) if requested by the disclosing Party, procure named persons to execute a confidentiality agreement directly in favour of the disclosing Party.
    3. 9.3 Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
    4. 9.4 This Clause 9 shall survive termination of this Agreement, however arising.
  10. 10. TERMINATION
    1. 10.1 Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate this Agreement without notice and without liability to the other if:
      1. (a) the other Party commits a material breach of any of the Terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within ten (10) days of that Party being notified in writing of the breach; or,
      2. (b) a Party becomes insolvent or is otherwise unable to pay its debts as they fall due.
    2. 10.2 CL Legal Partner acknowledges and agrees that to improve the CL Platform and the CL Products & Services, CL may stop (permanently or temporarily) providing the CL Platform. CL further reserves the right to immediately suspend, restrict or terminate CL Legal Partner’s access to the CL Platform and the CL Products & Services at any time with or without notice if there has been:
      1. (a) inactivity over a four (4) week long continuous period during which one or more Request-a-Quotes have been submitted to CL Legal Partner and the CL Legal Partner has not provided a Quote; or,
      2. (b) less than 20% of the Quotes submitted by CL Legal Partner have resulted in an Engagement generating CL Platform Fees over any six (6) month long continuous period.
    3. 10.3 On termination of this Agreement for any reason:
      1. (a) all rights granted to CL Legal Partner under this Agreement shall immediately terminate;
      2. (b) subject to Clause 9 above, each Party shall return and make no further use of any property including any Intellectual Property Rights in the CL Documents (and all copies of them) belonging to the other Party; and
      3. (c) the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
  11. 11. WARRANTIES
    1. 11.1 Both Parties hereby warrant, represent and undertake to the other Party as follows:
      1. (a) this Agreement has been duly authorised and signed and constitutes the valid, legal and binding agreement, enforceable in accordance with its terms;
      2. (b) each Party’s entering into and performing of this Agreement will not result in any breach of, or constitute default under, any law or other licence or agreement to which it is a party; and,
      3. (c) each Party shall comply with all its obligations set out at Clauses 6 and 7.
  12. 12. LIMITATION OF LIABILITY
    1. 12.1 Subject to Clause 12.3, neither Party shall be liable to the other Party in contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.
    2. 12.2 Each Party’s total aggregate and maximum liability, in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the equivalent of the total CL Platform Fees paid or payable to CL during the two (2) months immediately preceding the date on which the Claim arose.
    3. 12.3 Nothing in this Clause 12 shall however exclude or restrict either Party’s liability for (i) fraudulent misrepresentations, (ii) any circumvention in breach of these Terms; (iii) any liability where the law does not permit such exclusion of liability, and (iv) death or personal injury arising from negligence.
    4. 12.4 CL shall not be in breach of any of its obligations under this Agreement which arise or occur due to the act, omission and/or default of CL Legal Partner or due to CL Legal Partner’s failure to comply with any of its obligations under this Agreement.
    5. 12.5 Except as expressly set out in this Agreement:
      1. (a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and,
      2. (b) the CL Platform is provided to CL Legal Partner on an ‘as is’ basis.
    6. 12.6 CL Legal Partner agrees that monetary damages may not provide a sufficient remedy to CL for violations of these Terms and CL Legal Partner consents to injunctive or other equitable relief for such violations.
  13. 13. GENERAL
    1. Assignment: This Agreement shall be binding on and inure to the benefit of each of the Parties and their respective successors and assigns. Neither Party shall assign or sub-contract any of its rights or obligations under this Agreement (in whole or in part) without the prior written consent of the other Party.
    2. Enforceability: If any one or more of the provisions of this Agreement should be held to be invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired and the Parties shall amend this Agreement to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable.
    3. Entire Agreement: This Agreement (which includes by reference the Legal Partner EOI and any Process Notes) constitutes the entire Agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes any and all prior Agreements, arrangements and understandings relating to the matters provided for herein. CL Legal Partner and CL acknowledge that they have not relied on any oral or written representations made by the other Party or the other Party’s representatives in entering into this Agreement, including any information or material provided by CL personnel and subject to Clause 12.3, each Party irrevocably and unconditionally waives any right it may have to rescind the Agreement or claim damages for misrepresentation, whether innocent or negligent, or breach of any warranty not contained in this Agreement or implied by operation of law.
    4. Force Majeure: Neither Party shall have liability to the other Party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the non-defaulting Party is notified of such an event and its expected duration.
    5. Notice: Any notice or other communication given to a Party under or in connection with this Agreement (except in relation to the service of proceedings) shall be in writing and shall be sent by email to the email addresses for each Party set out at in the Legal Partner EOI (or such alternative email addresses confirmed in writing by each Party to the other) and such communication shall be deemed received 9.00am the next Business Day after transmission.
    6. Status of CL Legal Partner: This Agreement is not intended to create any partnership or joint venture relationship between CL and CL Legal Partner or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name of, or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    7. Variations: Save as expressly provided in this Agreement, no variation to, or notice or consent under this Agreement shall be effective unless it is in writing and signed by an authorised signatory of each Party. A waiver by any Party of any of the Terms of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof.  No waiver of any right shall constitute a waiver of any other right or be effective unless made in writing and signed by an authorised signatory of the Party making the waiver.
    8. Non-Circumvention: CL Legal Partner hereby legally and irrevocably covenants to CL that it will not circumvent or attempt (or cause) to circumvent, avoid, by-pass or obviate either directly or indirectly through any persons(s), firm, business or company, by entering into business transactions or ventures with CL Members in a manner that results in the loss of actual or potential business opportunity including CL Platform Fees or otherwise results in any form of financial return or considerations to or for the benefit of the other CL Legal Partner or any other company or third party excluding or causing a detriment to CL. In the event of circumvention of this Agreement, whether directly or indirectly, CL shall be entitled to a legal monetary penalty equal to maximum considerations of the CL Platform Fees as reasonably determined by a court of competent jurisdiction plus any or all Losses incurred to recover the lost revenue. The obligations contained in herein shall continue without limit of time notwithstanding termination or expiry of this Agreement. CL Legal Partner shall not engage in any activity to avoid the payment of CL Platform Fees.
    9. Rights of Third Parties: Any person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
    10. Governing Law & Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the laws of England and the Parties agree to submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection with this Agreement.
  14. 14. DEFINITIONS & INTERPRETATION
    1. In these Terms (except where the context otherwise requires) the following words shall have the following meanings:
    2. Ancillary Services Monthly Sales Statement: as referred to at Clause 8.
    3. Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
    4. Claim(s): means all demands, claims and liability (actual and consequential and direct and indirect and whether known and unknown, suspected and unsuspected, disclosed and undisclosed, criminal or civil, in contract, tort or otherwise for all Losses including any other expenses of any nature whatsoever.
    5. CL Bank Account: as provided to CL by the CL Legal Partner.
    6. CL Intellectual Property: refers to all intellectual property present on the CL Platform and the CL Products & Services (including all of the text, images, trademarks, business names, domain names, software, code, media, other materials and other content within the same) that is owned by or licensed to CL.
    7. CL Member: any client party that registers on the CL Platform.
    8. CL Monthly Sales Statement: as referred to at Clause 8.5.
    9. CL Legal Partner: the legal professional who provides Legal Services to CL Members.
    10. CL Legal Partner Bank Account: as provided to CL Legal Partner by CL.
    11. CL Legal Partner Payments: refers to an amount based on the Gross Contract Revenue that is due to be paid by CL to CL Legal Partner in accordance with Clause 8.
    12. CL Legal Partner Terms: refers to the service terms of CL Legal Partner pursuant to an Engagement with a CL Member (or MLS Member as the case may be).
    13. CL Platform: refers to www.cloudlegalsupport.com and any sub-domain or any domain that may be included from time to time.
    14. CL Platform Fees: refers to an amount based on the Gross Contract Revenue that is due to be paid by CL Legal Partner to CL in accordance with Clause 8.
    15. CL Products & Services: refers to any and all products and services provided to ML Member via the CL Platform.
    16. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or which is imparted or obtained under or in connection with this Agreement on, before or after the Effective Date in confidence (whether in writing, verbally or by other means and whether directly or indirectly) or is of a confidential nature, relating to the business or prospective business, current or projected plans or internal affairs of either of the Parties, including all information submitted by a CL Member on or via the CL Platform. all know-how, trade secrets, products, operations, processes, product information and unpublished information relating to either of the Parties’ Intellectual Property Rights, and any other commercial, financial or technical information relating to the business or prospective business of either of the Parties.
    17. Data Protection Legislation: refers to the Data Protection Act 2018 together with the GDPR and any other applicable regulations, orders, code of practice and guidance.
    18. Document CheckUp(s): refers to one of the CL Products & Services described on the CL Platform.
    19. Effective Date: refers to the date that the CL Legal Partner is first engaged to undertake Legal Services for a CL Member.
    20. Engagement(s): refers to an Initial Engagement and/ or a Future Engagement.
    21. Future Engagement: refers to where a CL Member engages CL Legal Partner for future work beyond the Initial Engagement.
    22. Gross Contract Revenue: in respect of Request-a-Quotes, it refers to the total consideration (less third party disbursements) received by CL Legal Partner in respect of invoices raised by CL Legal Partner for or in connection with any Engagement, excluding VAT. In respect of LawChats or Document CheckUps, it refers to the total consideration received by CL in respect of invoices raised by CL for or in connection with LawChats or Document CheckUps, excluding VAT.
    23. Initial Engagement: refers to where the CL Legal Partner Terms have been agreed and executed between a CL Member and the CL Legal Partner as a result of a Quote being accepted by a CL Member for the first time.
    24. Intellectual Property Rights: patents, rights to inventions, rights in software, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    25. LawChat: refers to one of the CL Products & Services described on the CL Platform.
    26. Legal Services: refers to the legal advice and services to be provided to a CL Member pursuant to a Quote (and/ or an Engagement), a LawCall or a Document CheckUp.
    27. Losses: claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.
    28. Process Notes: refers to any helpful guides and instructions relating to one or more of the CL Products & Services e.g. Request-a-Quote, LawChats, Document CheckUps.
    29. Quote(s): refers to the quote provided by CL Legal Partner to a CL Member (and CL) in response to a Request-a-Quote submission.
    30. Quote Form: refers to the template form to be filled out by a CL Legal Partner in response to a Quote which is then to be sent to a CL Member and signed, dated and submitted by the CL Member and notified to CL therefrom by CL Legal Partner.
    31. Request-a-Quote(s): refers to the feature on the CL Platform that enables a CL Member (or MLS Member) to request a Quote for legal support from legal partners of CL who match up with the expertise required.
    32. Term: has the meaning given in Clause 4.
    33. Terms: refers to these legal terms and conditions.