CLOUDLEGAL LIMITED with a website trading as www.cloudlegalsupport.com (the ‘Site’), a company incorporated and registered in England and Wales under company number 07678175 with a registered office at The WorkBox, Unit 1, Wharf Road, Penzance, Cornwall, United Kingdom TR18 4FG, hereinafter referred to as ‘CL’ or ‘We’ set out the following terms and conditions upon which CL offers a registered CL Member herein referred to as ‘You’ and ‘Your’ a licence to use the ‘Site’ which enables CL Members to avail of one or more of the following non-exhaustive features:
a. CL Business Template Download Service (BTDS): CL Members can purchase and download business templates (each a ‘CL Template’) which are drafted, maintained and approved by professional UK registered solicitors on a pay-as-you-go basis (‘CL PAYG’). They are available on both an instant or pre-order basis;
b. CL Request-a-Quote Service (RAQ Service): CL Members can request a Quote for legal support services which shall be delivered either by our in-house CL Legal Consultants or one of our carefully selected, independent third party legal professionals (individuals, businesses or firms) (‘CL Legal Partners’)(‘Quotes’);
c. CL Document CheckUp Service (DCU Service): where you purchase the DCU Service, a legal professional can check Your tailoring of the CL Template Derivative;
d. LawChats: book and purchase e.g. 15 mins or 60 mins legal advice/ consultation session on any legal area serviced; or that may become available from time to time;
e. CloudLegal Pro Membership: purchase a legal support package and pay monthly or annually;
f. CloudLegal Enterprise Membership: purchase a tailored legal support package for member networks/ client groups at a price TBA;
g. Legal Bites: avail of some useful bites of legal knowledge and much more located on the “News” section of the Site;
h. CL Affiliate: avail of the opportunity to become a CL Affiliate by joining the CL Affiliate Program which can generate useful additional revenue for your online business (where applicable).
These features together with the Site, any CL Supported Initiative(s), any CL branded mobile apps, any pages or promotions We may operate on third party social media applications/ websites, and the content and services We make available through them via the internet or mobile devices (including smart phones and tablets) in addition to the provision by CL of associated information, products and services by e-mail or Your mobile device comprise, the ‘CL Services’.
Please note that subject to the CL Information Disclaimer, our CL Services are provided in respect of UK governing law and jurisdiction only but our CL Legal Consultants or CL Legal Partners may be able to assist you otherwise.
These CL Service Terms incorporate the:
CL Affiliate Policy (where applicable); and any
Additional Terms which may be added from time to time by this reference and are collectively called the ‘Licence’ and/ or the ‘CL Terms’.
These Terms shall remain in full force and effect to the extent that a CL Member makes use of the Site and one or more of the CL Services unless terminated by You or by CL in accordance with the Terms herein.
You are referred specifically to Clause 19 herein in that if You reside anywhere other than England or Wales, Your local and federal legislation and law codes do not apply to these Terms. The CL Services are for businesses only and as such, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 shall not apply to these Terms.
Please note that these Terms govern use of the Site by CL Members, CL Visitors (not CL Legal Consultants or CL Legal Partners). If you are a legal support organisation or professional and You wish to discuss the possibility of becoming a CL Legal Partner, please email us at firstname.lastname@example.org. You can contact us via our online contact form or at email@example.com.
The definitions to be read with these Terms are set out in full at Clause 20.
2.1 By using the Site to access the CL Services, You expressly agree to be bound by these Terms and all applicable Legislation and Codes governing the Site and the CL Services. These Terms form a legally binding agreement between You and CL in relation to Your use of the CL Services and applies to all CL Members.
2.2 You should read these Terms carefully and ensure that You understand their effect before proceeding to use the CL Services. If You disagree with any part of these Terms, do not use the Site for the purpose of the CL Services. If You violate these Terms, CL may terminate Your use of the Site, bar You from future use of the Site and/or take appropriate legal action against You.
2.3 CL reserves the right to make reasonable changes to these Terms at any time without notice, effective immediately upon posting on the Site. Please check this page of the Site periodically. You agree that CL will treat Your use of the Site and/ or the CL Services as acceptance of the Terms including Your continued use subsequent to any changes being posted on the Site. We recommend that where You place an order to purchase a CL Template or use any other CL Services, You also take the time to print and retain a copy of these Terms for Your records.
2.4 CL Members who do not comply with these Terms may be subject to review, which can result in suspension of CL Member Account privileges and/or termination. This includes all accounts by virtue of association.
2.5 All CL Templates are provided to You under a single user licence in accordance with the CL Licensed Rights at Clause 6.1.
3. REGISTRATION AS A CL MEMBER
3.1 To enable a CL Member to access the CL Site in order to avail of the CL Services, You will have to Sign-Up on the Site by entering certain Registration Information (including but not limited to Your name, email, business name, telephone number) and by accepting the CL Terms. The action of requesting one or more CL Services for the first time will activate Your CL Member Account and a CL Login. Your username is Your email and Your password (which is chosen by You) will together constitute Your CL Login (‘Sign-Up’). You shall receive a welcome email (‘CL Membership Email’) to confirm Your successful Sign-Up.
3.2 It is in CL’s absolute discretion to decide if You qualify (or continue to qualify) as a CL Member. You must comply with all lawful requests that CL may make for e.g. proof of identity. CL reserves the right to decline any application for CL Membership and to terminate Your CL Membership at any time, with or without notice or cause and in its entire sole discretion. Where you use the RAQ Service, for the purposes of complying with the Anti-Money Laundering legislation, we are required by law to get satisfactory evidence of the identity of our CL Members and sometimes people related to them.
3.3 You will keep Your CL Login relevant to the Site and the CL Services confidential and not reveal it to anyone else. You are responsible for all activities that are carried out under Your CL Login. We will not be liable where Your CL Login is unlawfully used by another.
3.4 You agree to notify CL immediately by email to firstname.lastname@example.org of any unauthorised use of Your CL Login or CL Member Account of which You become aware (with “IMPORTANT” in the subject line). You will not create additional accounts for the purpose of abusing the functionality of the Site, the CL Services or other registered CL Members or for any other reason in breach of these Terms.
3.5 You may not transfer ownership or sell Your CL Member Account to a third party.
3.6 If You ask someone within Your organisation to use the Site in any way on Your behalf, You warrant that they have full authority to do so and You accept personal responsibility for every act or omission by that user.
3.7 Where You are a CL Member on a pay-as-you-go basis, CL reserves the right to delete or deactivate Your CL Login to access Your CL Member Account after a six (6) month long continuous period of inactivity.
4. CL SERVICES – BUSINESS TEMPLATE DOWNLOAD SERVICES (BTDS)
4.1 The Site provides You with the opportunity to purchase UK solicitor-approved and maintained CL Template(s) that You can use for Your business purposes in accordance with the Permitted Uses and Prohibited Uses applicable to the CL Template Download Licence. The CL Template(s) shall be provided in the English language only.
4.2 All CL Templates are provided to You in template draft form only and you must read through it and edit/ tailor it as and when required by You or Your legal advisor in order to achieve Your business objectives.
4.3 Your order to purchase a CL Template constitutes an offer. The BTDS shall not be completed and a legal Contract shall not be formed between CL and You until the CL PAYG Order Process has been completed as follows:
(a) You place one or more CL Template(s) in Your shopping cart and You proceed to the checkout (inserting any applicable discount code);
(b) You fill out all the necessary payment details (and registration details where You are not already a CL Member) and You accept the CL Terms;
(c) Our Payment Services Provider has processed Your payment;
(d) You receive an email from CL confirming Your CL Order has been accepted and confirmed as well as access to Your downloadable CL Template(s).
4.4 Once the CL PAYG Order Process has been successful, You will find Your downloadable CL Template(s) in Your CL Member Account area of the Site. This will be instant for those that are immediately available and within 5 Working Days for those that are pre-order purchases. From here, You will have unlimited access to all of the CL Template(s) that You have purchased for as long as the Site exists and You remain a registered CL Member.
4.5 The only language in which we provide the download agreement is English.
4.6 We give You an opportunity to check Your CL Order for any errors (and correct any errors) before finally placing Your CL Order.
4.7 Each CL Order for which a payment ensues, is deemed a separate Contract. Accordingly, performance or breach of one Contract does not affect any other.
5A. CL SERVICES – RAQ Service
5A.1. The Site enables CL Members to request a Quote for legal support. CL Members must select the legal area and the type of enquiry from a drop-down list and provide any supplementary information that might assist including the attaching of any relevant documents. The CL Legal Consultants & CL Legal Partners who have expertise in the specific area of law selected shall be invited to send a CL Member a direct Quote.
5A.2 Quotes received may be from our own in-house CL Legal Consultants or from independent third party CL Legal Partners. Where it is the case of the former, these service terms shall apply. In the event that the CL Services are being performed by independent CL Legal Partners, You will be presented with, and subject to, the CL Legal Partner Terms. Where the latter applies, CL will have no responsibility whatsoever for any Quote received or for any legal services provided to the CL Member by a CL Legal Partner as a result. For the avoidance of doubt, CL are not privy nor party to Your contract which may ensue with a CL Legal Partner as a result of You being a CL Member and availing of the CL Services. CL itself does not provide, nor facilitate the provision of legal advice on or via the Site unless the CL Service is provided by our own in-house CL Legal Consultants. We check that our CL Legal Consultants and CL Legal Partners are qualified in the legal field requested by You. We do not warrant the accuracy, quality or completeness of any information or assistance obtained from our CL Legal Partners
5A.3 Our CL Legal Consultants and CL Legal Partners will endeavour to provide You with a Quote by email (and follow up by telephone where required) within forty-eight (48) hours.
5A.4 You may withdraw a Request-a-Quote at any time by emailing us at email@example.com This will not affect any engagement You may have already entered into.
5A.5 Although We generally check the suitability of our CL Legal Partners, We cannot make any kind of guarantee as to the legal ability, competence, or quality of the CL Legal Partner. It is solely Your responsibility upon receipt of a Quote to determine the suitability of the CL Legal Partner/s who have submitted a Quote to You via the CL Site.
5A.6 You acknowledge that We may edit, modify or remove any parts of a Request-a-Quote which We consider is in breach of any of the provisions of these Terms, and/or suspend or terminate Your access to the Site without notice.
5A.7 CL Legal Partners who provide legal support services as a result of a Request-a-Quote will comply at all times with the SRA Code of Conduct 2011 as published and amended by the Solicitors Regulation Authority (the ‘Code’) and in particular with the provisions of Chapter 9 of the Code or the equivalent where they are SRA-authorised or the equivalent where they are subject to other regulatory bodies or self-regulatory bodies as legal executives, paralegals or barristers
5A.8 The Request-a-Quote service is provided FREE to all CL Members. If any CL Member subsequently receives a Quote from a CL Legal Partner and that CL Member chooses to instruct that CL Legal Partner, the CL Legal Partner may pay CL an introducer fee by way of either a very small percentage of the Legal Support Fees (ex-disbursements and VAT) and/ or a fixed advertising fee. Each relationship may vary. As a CL Member, You accept that CL has the irrevocable right to seek and obtain the fee information from the relevant CL Legal Partner solely for the purpose of calculating any fee payable to CL. A CL Legal Partner will be happy to disclose to You the fee payable to CL where such fee is calculated as a percentage of the Legal Support Fees payable by You upon request. This will not affect the amount You pay will pay for the CL Services receive by You.In the unlikely event that You have a dispute with a CL Legal Partner, You should address such dispute directly with that CL Legal Partner in the first instance or the Solicitors Regulation Authority (www.sra.org.uk) if they are SRA-authorised or any other regulatory body to whom they may be subject. You agree to notify us of the details of the dispute as soon as reasonably practicable. Unless the dispute is with an in-house CL Legal Consultant (in which case, You should consult the CEO of CloudLegal in the first instance at firstname.lastname@example.org and make it for the attention of Yvonne Morris), We cannot be involved in any such disputes and shall not be liable to You in any way whatsoever in respect of such dispute and You hereby release, acquit and forever discharge CL from any and all Claims asserted against, or Losses suffered by You (actual and consequential, direct or indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with a CL Legal Partner, any ancillary or connected products and services and any misinformation, misdescription or inaccurate information provided to You by a CL Legal Partner (whether via the Site or not) or any other alleged wrongdoing arising out of Your use of the CL Services.
(i) We know that our CL Templates do not cover every situation and We do not (and cannot) replace Your solicitor or the need for a solicitor or other legal professional in general. We do however provide a type of DIY service that enables You to manage many aspects of Your business that traditionally You may have thought it necessary to always engage Your solicitor from the word go. Nothing on this Site should be construed or treated by You as legal advice. We endeavour to ensure that the information on this Site is correct, complete and up-to-date. We do not commit to ensuring that the Site remains as such or available. We exclude all legally permissible representations, warranties and conditions relating to this Site and the use of it, in particular, any warranties implied by law of satisfactory quality and fitness for purpose. Please see our Information Disclaimer.
(j) For the avoidance of doubt, CL is a legal support consultancy and is not a firm of solicitors and although We refer to the individual legal experts, businesses and firms with whom We partner as each being a ‘CL Legal Partner’, CL (including the CL Legal Consultants) is an independent legal entity (which is managed and operated by fully a qualified senior UK solicitor who is also a business owner).
5B. Anti-Money Laundering
5B.1 As You may be aware, We are required by law to get satisfactory evidence of the identity of our clients and sometimes people related to them. This is because solicitors who deal with money and property on behalf of their clients can be used by criminals wanting to launder money. To comply with the law, We need to get evidence of our client’s identity as soon as possible where You use the RAQ Service and where our own CL Legal Consultants provide You with CL Services. This involves You providing us with documents which enable us to confirm and then verify Your identity by reference to Your name and address. Please can You provide copies of one of each of the following documents from list A (to confirm Your name) and one document from list B (to confirm Your address):
|current signed passport||current photocard driving license|
|current photocard driving license||council tax or utility bill|
|birth certificate||bank, building society, mortgage|
|HMRC tax statement house|
|motor insurance certificate|
5B.2 Please note that We cannot use the same document twice (e.g. photo driving license) to establish both Your name and Your address. As We are not receiving the original documents and are unable to therefore verify them in person, We are obliged to enhance our checks by means of electronic verification of the details You provide.
5B.3 Corporate/unregulated LLP Clients – In the case of a company/unregulated LLP client We also require the same documents set out above for any person that owns at least 25% of the ultimate beneficial interest in the shares of the company. If Your company is a subsidiary of another company, please provide details of the family tree so that We can understand the company structure and ultimate control. If You cannot provide us with the specific identification requested, please contact us as soon as possible to discuss other ways to verify Your identity.
6. CL BUSINESS TEMPLATE DOWNLOAD LICENCE
6.1 In consideration of the CL Fees payable in respect of each Contract for the BTDS having been paid in full along with compliance with the terms of this Licence, CL hereby grants to the CL Member, a non-exclusive, non-transferable, worldwide, licence to make any Permitted Use of the CL Template(s) for the Licence Term solely for Your internal business operations. Permitted Uses are permissible by You for the purposes of Your business only (and not Your related companies (including your holding or subsidiary companies) or affiliates which are considered to be third parties):
(a) downloading and purchasing a CL Template;
(b) viewing and storing a CL Template in Your CL Member Account on the Site;
(c) editing downloaded CL Template(s);
(d) viewing, storing and editing CL Template Derivative(s) on one or more computers (and permitting Your legal advisers to do the same);
(e) printing an unlimited number of copies of any CL Template Derivative;
(f) publishing a single CL Template Derivative on a single app or website. (the ‘CL Licensed Rights’).
6.2 In the event that You are a legal professional who intends to use a CL Template for the purpose of creating a CL Template Derivative for Your client, You may sub-licence the CL Licensed Rights granted under Clause 6.1(d), (e) and (f) to that client, in which case, from the time of the sub-licence coming into effect, You will no longer be permitted to exercise those rights, except for the purpose of maintaining the relevant CL Template Derivative on behalf of the client.
6.3 You must retain, and must not delete, obscure or remove, all copyright notices and other proprietary notices placed by us on any CL Template or CL Template Derivative.
6.4 All rights not expressly granted are hereby reserved and in particular, the following Prohibited Uses shall apply in full force:
(a) the sale, licensing, sub-licensing, renting, leasing or commercial distribution of any CL Template or CL Template Derivative in any format (excluding use as expressly permitted above);
(b) the publishing of any CL Template (excluding the publication of a CL Template Derivative as per the Permitted Uses);
(c) the use of any CL Template or CL Template Derivative in any way that is unlawful or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable; and,
(d) the use of any CL Template or CL Template Derivative to compete with CL, whether directly or indirectly.
6.5 You shall not except to the extent expressly permitted under these Terms:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the CL Template(s) or CL Services in any form or media or by any means; or, attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Site or the CL Software; or,
(b) access all or any part of the Site, the CL Template(s) or CL Services in order to build a product or service which competes with the Site, the CL Template(s) or CL Services; or
(c) use the Site, the CL Template(s) or CL Services to provide services to third parties; or,
(d) subject to Clause 19 on Assignment, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Site, the CL Template(s) or CL Services available to any third party except the Authorised Users; or,
(e) attempt to obtain, or assist third parties in obtaining, access to the Site, the CL Template(s) or CL Services, other than as provided under this Clause 6.
6.6 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Site, the CL Template(s) or CL Services and, in the event of any such unauthorised access or use, promptly notify CL.
7. CHECKOUT FEES & RAQ FEES (& VAT) & CL LEGAL PARTNER FEES
7.1 CHECKOUT FEES: As a CL Member, CL shall be entitled to charge You the price for the relevant CL Services that You purchase as quoted on the Site. Payment must be made at checkout upon the submission of Your CL Order through our Payment Services Provider.
7.2 RAQ FEES: The CL Member agrees to make prompt payment of the RAQ Fees from time to time payable in accordance with these terms. The CL Member acknowledges that whilst any RAQ Fees are outstanding, no services shall be provided to the CL Member.
7.3 The CL Member agrees to pay CL the Hourly Rate for each hour it is engaged howsoever in the preparation and delivery of the RAQ Services or a pro-rata amount of the Hourly Rate for each part of an hour (to the nearest minute) that CL is engaged howsoever (including time spent travelling) in the preparation and delivery of the RAQ Services.
7.4 The following conditions apply to the RAQ Fees:
(a) in order for any work to commence in respect of new CL Members, 100% of the RAQ Fees quoted shall be paid in full in advance upon receipt of an invoice. Disbursements shall also be due upfront or they shall not be paid by CL; and,
(b) where subsequent jobs are quoted for, We ask for at least 60% to be paid in advance prior to the work commencing. We reserve the right to ask for 100% in advance especially where previous payments have not customarily been paid on time; and,
(c) within 3 days of the last Business Day of each calendar month, the CL Member shall be provided with an invoice which sets out the amount of time (if any) worked by the CL Legal Consultants during that month and the corresponding amount payable in accordance with clause 7.3. All amounts paid in advance in accordance with clause 7.4(a) and (b) shall be deducted from the amount outstanding on the invoice payable for that month. Where two (2) hours or more are worked in any one month (which have not been paid for in advance), We are entitled to invoice for that amount to be settled at our option at any time during the month and prior to proceeding with any further chargeable work. For the avoidance of doubt, We shall not be obliged to undertake any further work until such outstanding sums due are received in full and cleared funds; and,
(d) the CL Member shall have 2 Business Days to inform CL if it disputes all or any part of the invoice and thereafter the CL Member agrees to co-operate fully and in a timely fashion with CL to enable CL to establish what hours were worked by the relevant CL Legal Consultants; and
(e) each part of an invoice raised in accordance with clause 7.4 (c) that is not subject to dispute in accordance with 7.4 (d) shall be payable by the 10th of the month following the date the invoice was raised (or the next Business Day thereafter).
7.5 The fees quoted all exclude any VAT which may from time to time apply. Where applicable, CL shall charge VAT to the CL Member, at the prevailing rate, by providing the CL Member with a VAT invoice and the CL Member agrees to pay any VAT on the same terms and at the same time as making payment of the RAQ Fees.
7.6 CL LEGAL PARTNER FEES: The CL Member agrees to make prompt payment of the CL Legal Partner Fees from time to time payable in accordance with the applicable CL Legal Partner Terms. The CL Member acknowledges that whilst any CL Legal Partner Fees are outstanding, no services shall be provided to the CL Member.
8. LICENCE TERM
8.1 As a CL Member, subject to earlier termination in accordance with Clause 12, the terms of the Licence shall take effect from the point of Your completed registration on the Site (whichever CL Services You elect) whereupon You shall be required to expressly accept the terms of the Licence.
8.2 All CL Services purchased by You or freely made available and accessible to You shall remain so for as long as Your CL Membership (and the Site) subsists and remains valid.
9. CL MEMBER OBLIGATIONS
9.1 As a CL Member, You must use Your best endeavours to comply with all of the Terms of the Licence; and, conduct all use of the CL Services in compliance with the applicable Legislation and Codes.
9.2 You warrant, represent and undertake to CL that:
(a) You are at least eighteen (18) years of age and You are legally capable of entering into binding contracts;
(b) You will keep Your CL Login details (as applicable), secure and confidential;
(c) You have full authority, power and capacity to agree to the terms of the Licence;
(d) the Personal Data and other information that You provide to CL including to CL Legal Partners via the Site during Sign-Up or when performing a Request-a-Quote or at any other time are (and will be) true, accurate and complete at all times (as it is understood and accepted that as a CL Member. You shall accept all liability for any error, omission or misrepresentation);
(e) You will provide us with satisfactory proof of identification as requested by Us in the event that You use the RAQ Service and our CL Legal Consultants provide You with Quotes and undertake these CL Services.
(f) You are the owner or the authorised licensee of CL Member Content and You are entitled to post/ publish it via the Site in order to submit a Request-a-Quote;
(g) You have or have access to the necessary computer systems, software and network connections to receive and enjoy the benefit of the CL Template(s) that You purchase for download.
10. CL OBLIGATIONS
10.1 CL agrees to:
(a) provide the CL Services (and shall procure that all CL Legal Consultants shall) with all due care, skill and ability;
(b) devote as much time to the provision of the CL Services as may be necessary for their proper performance;
(c) conduct all CL Services in accordance with the applicable Legislation and Codes;
(d) provide promptly and give to a CL Member all such information as they may reasonably require in connection with the provision of the CL Services; and,
(e) provide a response in a timely manner to any requests for technical support (in relation to the use of the Site only).
11. IP LICENCE
11.1 When using the Site and submitting a Request-a-Quote or otherwise, if You publish any content via the Site by way of uploading text, comments, reviews or attachments (‘CL Member Content’), You automatically grant:
(a) to CL, a worldwide, non-exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that CL Member Content, or any part of it, and the Intellectual Property Rights therein, in connection with the provision of the CL Services, including without limitation the promotion and redistribution of all or part of Your CL Member Content (and derivative works thereof) in any media formats and through any media channels;
(b) to each CL Legal Partner who is registered on the Site as having the requisite expertise to provide You with a Quote, a worldwide, non-exclusive, royalty-free licence to receive access to Your CL Member Content through and via the CL Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such CL Member Content to the extent reasonably required to enable the CL Legal Partner to provide You with a Quote. (‘IP Licences’)
(c) Unless terminated (or suspended) for reasons such as those set out in these Terms or unless CL is no longer providing the CL Services to You, the above IP Licences granted by You terminate when You stop using the Site and the CL Services and terminate Your registration as a CL Member.
(e) As between You and CL (and third party CL Legal Partners with whom You might share Your CL Member Content), You assert and waive any and all moral rights only to the extent necessary for CL and CL Legal Partners to fulfil their respective obligations hereunder.
12.1 We may terminate Your membership as a CL Member and any Contract pursuant to these Terms immediately by written notice to You if You fail to pay all or part of the fees due and payable on time, or, if You commit any breach of Your obligations to us under the Licence. In the event of Your breach, We will have no obligation to make available our CL Services to You including any CL Template(s) which are undelivered at the date of termination and You will not be entitled to any refund of any fees from CL. The grant of the CL Licensed Rights shall automatically cease except that Clauses 8, 11, 18 and 19 will survive termination and have effect indefinitely.
12.2 Upon the termination of the CL Licensed Rights for cause, You will no longer have access to the Site and the CL Services and Your CL Member Account and CL Login access shall be revoked.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 With the exception of CL Member Content inputted, or uploaded, to the Site by You e.g. by way of a Request-a-Quote (which remains Yours), all other content and the selection and arrangement of such content on the Site constitutes ‘CL Content’ and is either owned by, or licensed to, CL and is subject to copyright, trade mark rights, and other Intellectual Property Rights of CL and licensors of CL (who may be providers of CL Template(s) and other information made available to a CL Member). Such CL Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on CL Content not uploaded or posted by You are trade or service marks of their respective owners. Such CL Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of CL or, where applicable, the licensors of CL. CL and/ or its licensors reserve all rights not expressly granted in and to the CL Content.
13.2 We will terminate the privileges of any CL Member who uses this Site to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so.
14. DATA PROTECTION
14.1 In respect of any personally identifiable information or Personal Data (as defined in the Data Protection Legislation) processed by CL pursuant to the CL Services, CL warrants and undertakes that it complies, and will continue to comply with, all applicable Data Protection Legislation, any regulations made thereunder and any guidance notes or guidelines issued by the Information Commissioner. CL may release CL Member information if required by law, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity. Where You submit Personal Data on behalf of someone else, You should only do so on the basis that You have the consent of that individual to the processing of his or her Personal Data, including sensitive Personal Data.
15. HYPERLINKS AND SEARCH RESULTS
15.1 The Site may contain hyperlinks or produce search results that reference or link to third party sites throughout the World Wide Web. These are provided for Your ease of reference only and CL do not endorse such websites or accept any responsibility for the content of such websites and cannot therefore guarantee, represent or warrant that the content contained in the websites is accurate, legal and/or inoffensive or that they will not contain viruses or otherwise impact Your computer. By using the Site to search for or link to another website, You agree and understand that You may not make any claim against CL for any Losses, whatsoever, resulting from Your use of the Site to obtain search results or to link to another website. CL advises You to read the terms and conditions including the privacy, cookie and other website policies of any other website that You visit. CL shall not be liable for any Losses that may arise from Your use of such links.
16. AVAILABILITY AND SECURITY OF THE SITE
16.1 CL shall use reasonable efforts to ensure that scheduled maintenance downtime is kept to a minimum in accordance with industry standards and, where possible, scheduled downtime shall be completed outside of normal UK working hours.
16.2 Unscheduled emergency maintenance may be required at any time. CL agrees however, to use all reasonable efforts to keep emergency maintenance to a minimum and reduce the effects of any emergency maintenance required.
16.3 CL does not warrant the validity and accuracy of information on the Site or the CL Services or that the Site is kept up-to-date. The Site and its content and the CL Services are delivered on an “as-is” and “as-available” basis. CL shall use reasonable endeavours to ensure that the Site, the CL Services and any information it holds on You are kept secure. However, due to the nature of the internet, CL does not represent or warrant to You that:
(a) Your use of the Site and/ or the CL Services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the Site or any content, search or link on it;
(b) Your use of the CL Services will meet Your requirements;
(c) any information obtained or downloaded by You as a result of Your use of the CL Services will be accurate, reliable or free of viruses or contamination or destructive features;
(d) there will not be any defects in the operation or functionality of any software provided to You as part of the CL Services; and,
(e) those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.
16.4 We shall not be liable for any costs which You may incur in the event that the Site is not available for any particular length of time or at all.
17. GENERAL RESTRICTIONS ON USE
17.1 Subject to the following express restrictions, CL grants You permission to access and use the Site and the CL Services. You may view Site pages, download Site pages (for caching purposes only) and print Site pages (excluding Site images) and retain a copy of the same solely for Your own personal, non-commercial use. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of these Terms on Your part. You agree:
(a) not to include in any Request-a-Quote any information which could personally identify any other person or that infringes any patent, trademark, copyright, trade secret or other Intellectual Property Right or proprietary right of any person, unless You are entitled to do so;
(b) not to falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels on any material contained in a CL Template or Quote;
(c) not to sell, license, rent, distribute or otherwise exploit any CL Content for any other purposes without the prior written consent of CL or the respective licensors of the CL Content;
(d) not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of the Site or the CL Services including but not limited to any CL Content, in any medium without CL’s prior written authorisation, unless CL makes available the means for such activity through the functionality offered by the CL Services such as by way of the CL Licensed Rights;
(e) not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
(f) not to alter or modify any part of the Site or any of the CL Services or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(g) not to access CL Content through any technology or means other than the Site itself or such other means as CL may explicitly designate for this purpose;
(h) not to restrict or inhibit any other CL Member from using and benefitting from the CL Services;
(i) not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Site or the CL Services or features that (i) prevent or restrict use or copying of CL Content; or, (ii) enforce limitations on the use of the CL Services or the accessible CL Content;
(j) not to use the Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;
(k) not to attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site;
(l) not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any CL Member of the Site or the CL Services;
(m) not to attack our Site via a denial-of-service attack or a distributed denial-of service attack.
17.2 By breaching certain provisions above, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use our Site will cease immediately. You are responsible for configuring Your information technology, computer programmes and platform in order to access our Site. You should use Your own virus protection software.
18. WARRANTIES AND INDEMNITIES
18.1 You acknowledge and agree that the CL Legal Partners are independent of CL and CL:
(a) has no control over the quality of the services that You may engage a CL Legal Partner to deliver for You which you do at Your own risk;
(b) does not guarantee that any minimum or fixed number of CL Legal Partners shall be available on the Site;
(c) does not guarantee on behalf of a CL Legal Partner that the information published in respect of them is valid and accurate;
(d) does not guarantee that a CL Legal Partner will honour any engagement or contract that may ensue;
(e) does not guarantee that a CL Legal Partner will respond to a Request-a-Quote within 48 hours or at all; and,
(f) does not guarantee that interruptions of the CL Services on the Site or throughout the worldwide web will not occur during the CL Member’s use of the Site at any time.
18.2 We make no warranty, and hereby further expressly disclaim any liability to You and You agree that You have no claim against CL in connection with any Claims asserted against, or Losses suffered by You:
(a) in respect of any legal services that You may pursue as a result of a Request-a-Quote or any other services for which You may engage a CL Legal Partner;
(b) due to Your failure or inability to use the CL Services or any Site functionality at any point in time, or, where the Site is unavailable at any time for any period;
(c) connected to any linked third party website or any statements, information, content, products or services that are published on, or may be accessible from, any linked third party website including any third party customer/ client facing policies/ contractual terms;
(d) due to any changes which CL may make to the Site or the CL Services, or for any permanent or temporary cessation in the provision of the CL Services (or any features within the CL Services);
(e) the deletion of, corruption of, or failure to store, any CL Template(s) in Your CL Member Account and other communications data maintained or transmitted by or through Your use of the CL Services;
(f) due to any errors or omissions in our Site or in relation to any reliance placed by You on any content on the Site or accuracy thereto; and,
(g) due to any unauthorised access or loss of Personal Data that is beyond our control.
18.3 You shall indemnify and hold harmless CL on demand, and shall keep CL fully and effectively indemnified against any and all Losses imposed on, incurred by, or Claims asserted against CL, arising out of or in connection with Your use of the Site, the CL Templates or the CL Services in breach of the Licence.
18.4 Subject to Clause 18.7, neither Party shall be liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for any and all Losses suffered by the non-breaching Party or Claims asserted against the Party in default including consequential, special or incidental loss or damage (whether direct or indirect) or any Losses arising out of or in connection with the use of the Site and Services including Losses in respect of a Force Majeure Event; either Party’s business including contracts, commercial opportunities or goodwill; profits, income, revenue, or anticipated savings; any loss of use or production; any loss of management time or office time; and, any loss or corruption of any data, database or software.
18.5 You agree that monetary damages may not provide a sufficient remedy to CL for violations of the terms of the Licence and You consent to injunctive or other equitable relief for such violations at the discretion of CL.
18.6 CloudLegal Limited has professional indemnity insurance giving cover for claims against it to the sum of £2 million. Details of this insurance, including contact details of our insurer and the territorial coverage of the policy, can be inspected at our office or made available on request.
18.7 Our total aggregate 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 the terms of the Licence shall be limited to:
(a) the total Checkout Fees and/ or RAQ Fees (as the case may be) paid or payable in respect of a CL Service out of which the Claim has arisen; and,
(b) Your right to cease using the CL Services only.
Any claim in respect of engagements resulting from the RAQ Service (or from membership features delivered by a CL Legal Partner) shall be solely governed by the CL Legal Partner Terms. CL shall have no liability whatsoever for the acts or omissions of a CL Legal Partner.
Your total aggregate 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 the terms of the Licence shall be limited to:
(a) the total Checkout Fees and/ or RAQ Fees (as the case may be) paid or payable in respect of a CL Service out of which the Claim has arisen.; and,
(b) Our right to cease providing the CL Services to You.
18.8 Nothing in these Terms is intended nor shall be construed as an attempt by any party to exclude or limit any liability:
(a) for fraud or fraudulent misrepresentations;
(b) where the law does not permit such exclusion of liability;
(c) for death or personal injury arising from negligence;
(d) for any thing or party that may not be excluded under applicable law.
18.9 The limitations of liability in these Terms protect any supplier of CL Template(s) or other content on the Site in the same way as they protect CL. You agree to indemnify CL on demand and undertake to keep CL fully and effectively indemnified against any and all Losses imposed on, incurred by, or Claims asserted against CL (including reasonable legal expenses and amounts paid in settlement of any demand, action or claim) arising out of a breach by You of any of Your obligations under the terms of the Licence or any infringement by You of any of our or our licensors’ Intellectual Property Rights.
18.10 Subject to Clause 18.7 and except as expressly set out in these Terms, CL gives no warranties and excludes all other express or implied terms, conditions and warranties.
18.11 We are a limited company. This means that the firm’s members and directors are not personally liable for any acts or omissions by the firm, unless the law requires otherwise. This does not limit or exclude liability of CloudLegal Limited for the acts or omissions of its members and directors.
19. CL SUPPORTED INITIATIVE
19.1 You can register on the Site as an MLS Member and benefit from the MLS Benefits if You satisfy the MLS Eligibility Criteria.
19.2 An MLS Member shall be subject to all the Terms herein in the same way as a CL Member save that the MLS Member shall pay one off MLS Membership Fee.
20.1 ENTIRE TERMS/ SEVERABILITY These Terms incorporate our CL Terms which together constitute the entire agreement between You and CL in relation to Your use of the Site to access and use the CL Services and supersedes any prior representations, inducements or agreements relating to its subject matter. Should the courts strike-out as invalid or unenforceable or otherwise alter any part of these Terms, the remaining terms shall remain valid and in force.
20.2 ASSIGNMENT These Terms shall be personal to You and You may not assign, transfer or delegate all or any of Your rights and obligations, without CL’s prior written consent. CL reserves the right to assign or transfer all or any of its rights and obligations under these Terms to any companies in the same group as CL or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted on the Site.
20.3 NO WAIVER Failure by either CL or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
20.4 FORCE MAJEURE EVENT If a party is unable to perform any obligation under these Terms due to a Force Majeure Event, that party’s failure to perform that obligation shall not constitute a breach or default under these Terms. The obligations affected by the Force Majeure Event shall be suspended for the duration of the Force Majeure Event. The party affected by the Force Majeure Event will notify the other party once its performance of its obligations is no longer prevented due to the Force Majeure Event. If the Force Majeure Event continues for a period in excess of one hundred and eighty (180) days, either party may terminate this Licence immediately upon giving written notice provided such Force Majeure Event is continuing at the date of termination.
20.5 NON-SOLICITATION The CL Member shall not, without the prior written consent of CL, at any time from the date of the last piece of work to be completed or CL Service purchased to the expiry of 12 months thereafter, either on its own account or in partnership or association with any person, firm, company or organisation or otherwise and whether directly or indirectly, employ or attempt to employ or engage in any way any person who is, or has been, responsible for the provision of any part of the CL Services from time to time.
20.6 THIRD PARTY RIGHTS These Terms are to benefit the CL Member and CL and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement of these Terms is not subject to the consent of any person who is not a party to it.
20.7 COSTS We are entitled to recover on an indemnity basis the costs of enforcing any of the Terms in this Licence.
20.8 LAW AND JURISDICTION All of these Terms are governed by the Laws of England & Wales and any disputes arising in relation to these Terms and/or the Site are subject to the exclusive jurisdiction of the courts of England and Wales save that CL may bring proceedings to enforce our contractual or Intellectual Property Rights in any jurisdiction in which You are resident, established or operating).
In these Terms (except where the context otherwise requires) the following words shall have the following meanings:
Additional Terms: refers to any additional terms that may need to be added from time to time.
BTDS: Business Template Download Services.
CheckUp Fees: refers to the fees payable in respect of the DCU Service.
Claims: 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.
CL Template(s): refers to downloadable legal documents available to CL Members on the Site pursuant to the BTDS. The legal templates may include template contracts and agreements, template terms and conditions, template letters, template policies and procedures, and other legal template documents.
CL Fees: refer to the fees payable in respect of the BTDS.
CL Legal Consultant: refers to an inhouse legal expert who will undertake the CL Services in accordance with these Terms.
CL Legal Partner: refers to an independent third party legal expert (individual or business or firm) who my undertake some of the CL Services from time to time in accordance with the CL Legal Partner Terms.
CL Legal Partner Fees: refers to those fees payable off the Site by a CL Member to a CL Legal Partner in respect of RAQ Service.
CL Legal Partner Terms: refers to the terms and conditions of engagement as between a CL Member and a CL Legal Partner.
CL Terms: as listed in the introduction of these Terms.
CL Login: refers to a CL Member’s username and password to gain access to their CL Member Account on the CL Site.
CL Member: refers to the person who has undergone Sign-Up and is registered on the Site to enter Prize Draws and avail of the CL Services.
CL Member Account: refers to the account accessible by a CL Member upon successful registration by way of a CL Login.
CL Member Content: as referred to in Clause 11.1.
CL Membership: refers to the membership provided to a CL Member who undergoes Sign-Up.
CL Membership Email: as referred to in Clause 3.1.
CL Services: refers to those services provided by CL as listed in the introduction of these Terms.
CL Site: refers to the online platform provided to You by CL via the Site.
CL Supported Initiative(s): refers to one or more initiatives that CL may support from time to time as set out on the Site. Where a party becomes a member of the CL Site via an initiative, if the initiative member’s membership terminates for reason of expiry, the CL Login shall subsist and Your membership shall automatically default to a pay-as-you-go CL Membership.
CL Visitors: refers to the person who merely visits the Site but does not progress to Sign-Up by registering as a CL Member by way of availing of any CL Services.
Codes: refers to all codes governing standards (including for these purposes ancillary guidance notes and advice) published by regulatory authorities or other industry professional bodies from time to time and to be construed so as to include any and all references to any amendments, modifications or consolidations constituting the most up-to-date versions thereof.
Complaint: means any dissatisfaction expressed by, or any complaint made by, a CL Member as against CL in connection with the provision of the CL Services.
Contract: as referred to in Clause 4.3.
DCU Service: Document CheckUp Service.
Force Majeure Event: any event arising that is beyond the reasonable control of the affected party including:
(a) any event which is beyond our reasonable control;
(b) hacker attacks, or virus or other malicious software attacks or infections;
(c) problems with the internet, part of the internet, or any third party internet service provider including a Payment Services Provider; and/or
(d) power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars.
Intellectual Property Rights: refers to all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
IP Licence: refers to that set out at Clause 11.1 in respect of CL Member Content.
LawChat Fees: refers to those fees payable in respect of LawChat bookings.
Legislation: includes all applicable laws, Acts of Parliament (including the Acts) and Treaties as well as Data Protection Legislation and all orders, regulations, directives, conventions and subordinate legislation made pursuant to such an Act or Treaty or otherwise having the force of law including references to any amendment, modification, consolidation or re-enactment for the time being in force.
Licence Term: as referred to in Clauses 6.1 and 8 i.e. for as long as Your CL Membership subsists and the Site subsists.
Losses: means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.
RAQ Fees: refers to the fees payable in respect of the RAQ Service where such are serviced by in-house CL Legal Consultants.
RAQ Service: refers to the the provision of Quotes and if accepted, legal advice and support upon the CL Member’s demand and in accordance with the CL Member’s instructions.
Membership Fees: refers to the fees payable for the CloudLegal Pro Membership or the CloudLegal Enterprise Membership.
MLS Benefits: refers to the exclusive benefits available to an MLS Member.
MLS Eligibility Criteria: refers to the criteria that a prospective MLS Member must satisfy in order to be able to successfully register on the Site.
MLS Member: refers to a person who has satisfied the MLS Eligibility Criteria.
MLS Membership Fee: refers to the one-off fee payable to CL in consideration of the MLS Member being granted access to the exclusive MLS Benefits.
Personal Data: means information that could be used to name or distinguish an individual visiting or conducting business on the Site and includes, but is not limited to: name; address and e-mail address as more particularly described in the applicable Data Protection Legislation.
Registration Information: as referred to in Clause 3.1.
Sign-Up: as referred to in Clause 3.1.