Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS (“Terms”) CAREFULLY BEFORE USING THIS PLATFORM (the “Platform”)

We are Legislate Technologies Limited (CRN: 12307500). Our registered address is 2 Littlegate street, Oxford, England, OX1 1QT.

If you have any questions about these Terms, please contact us at support@legislate.tech.

By using our Platform you accept these Terms. If you do not agree to these Terms, you must not use our Platform.

You agree that you have legal capacity to enter into these Terms in accordance with the law that applies in the country where you live or are established and, unless you are a consumer, you confirm that you have authority to bind the business on behalf of which you are accepting these Terms. If this is not the case, you should not use our Platform. References to “you” or “your” will be to the business on whose behalf you are accepting these Terms or, if you are a consumer, they will refer to you, the individual entering into these Terms.

ACCOUNT CREATION AND SECURITY

You must create an account to create, negotiate, sign and store Contracts on our Platform. When you register for an account on our Platform you must ensure that all information you provide to us is accurate and kept up to date. Upon registration we grant to you the personal, non-transferable right and licence to use the Platform, until terminated as set out in these Terms. The initial set up of your account will be at no cost to you, unless you wish to upgrade your account in order to access additional features, as described further below.

You must keep your account details safe. Any piece of information as part of our security procedures including your username and password must be treated as confidential. We have the right to disable any user identification code or password at any time. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@legislate.tech.

Subscription fees. You may access our Platform, and create, negotiate, sign and store a limited number of Contracts, free of charge. To enjoy more access to the Platform’s functionality for creating, negotiating, signing and storing Contracts, you will need to set up a paid subscription as set out on our pricing page. You will always be able to use the Platform’s basic functionality free of charge if you have been invited to use it by another user. You will be liable to pay for all taxes and duties imposed by the relevant authorities, all prices listed on our Platform are exclusive of these.

Payment terms.  Where you sign up to a paid subscription with us, all subscription fees will be payable in accordance with the details made available to you on our website when you selected your plan. You will be able to cancel your subscription at any time which will give you access to our Platform until the end of your usual billing cycle, after which no further payments will be taken. For more information as to our additional features and the relevant fees, please visit here.

Upgrades and downgrades. If you already subscribe to our Platform, you may upgrade or downgrade your account by choosing a different subscription package on our pricing page. We may also agree the terms of a new subscription package with you by email. Where you upgrade the services you can access on our Platform, and unless you have agreed otherwise with us in email correspondence, the upgrade will be applied to your account immediately, your previous subscription package will come to an end, and we will bill you for the new package when it is applied to your account. Upgrading may therefore change the date on which you pay us for access to our Platform, and may result in you losing any remaining credit under your previous subscription package. Where you downgrade the services you can access on our Platform, the downgrade will be applied to your account at the start of the next agreed billing cycle (e.g. the next monthly or annual billing date), at which point your previous subscription package will come to an end and we will bill you for the new package. Please note that where you downgrade monthly services it may cause you to lose features and/ or data including your Contracts. We will in no way be liable for this and we recommend that you maintain a backup copy of all Contracts you upload to our Platform.

USING OUR PLATFORM

No legal advice.  The Platform and anything on the Platform that we provide to you will not constitute legal advice and we are not a law firm.  In creating, negotiating, signing and storing the Contracts, and/or other legal relations, whilst we attempt to make sure our information is accurate and useful, we recommend you consult with a lawyer if you want legal advice.  We do not offer any legal advice, legal opinions, recommendations or guidance on which you should rely.  If you have paid for a subscription, we will use reasonable care and skill to provide a service that is complete and accurate, however we give no warranty that Contracts will be free from errors or omissions and you should ensure that you review all Contracts created using the Platform and, where necessary, seek legal advice. We are not a party in Contracts between you and other users or anyone else.

Creating Contracts.  Our Platform can help you assemble Contracts, and you can send us your own contracts to add to our Platform (the “Contracts”). Once you have selected a Contract, you will be asked to configure the terms and add counterparty details. We will then provide the counterparties with a link via email to view, negotiate and sign the Contract.

Negotiating Contracts. Where you receive an email from the Platform inviting you to view, negotiate and sign a Contract, we will provide you with information about the terms that have been incorporated, which terms may be compatible with other Contracts you have signed using our Platform and highlight those terms which you may want to consider reviewing and changing, based on what our other users have changed with similar Contracts (the “Negotiations”). The Platform will record which terms you change and in what way, so that we can continue to inform our users of decisions made by other users during Negotiations. We will not share with other users your personal data, the names of the parties to a Contract or any other identifiable deal-specific information.

Signing and storing Contracts. Following the Negotiations, and/ or in the event the negotiating party does not seek to amend the terms of the Contracts we will send to both parties the finalised Contract to sign and complete. Once signed, the completed Contract will be stored in your account on the Platform where you will be able to store it, share the document via email or download it as a PDF. We may also alert you when a Contract is due for renewal.

Team accounts. You may also set up, or upgrade to, a team account, which will allow you to invite colleagues to access the Contracts in your account. As the holder of a team account you will be the owner of the account, with control over colleagues’ level of access to Contracts. Colleagues that are part of your team will need to create an account with us, at no charge to them.

Performance of the Platform. During your use of the Platform, we will take steps to ensure that the Platform functions as described at the point you signed up. Although we will introduce technology to prevent malware and viruses we do not guarantee that our Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and connections to access our Platform.

What happens when the Platform stops working as described. In the event you report to us a substantial error with the Platform, we will seek to correct this within a reasonable amount of time – where legally permitted, this will be your sole remedy.

We may suspend or withdraw our Platform. We do not guarantee that our Platform, or access to the Contracts, will always be available or uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and operational reasons.

What action we may take in the event of a breach. When we consider that a breach of these Terms has occurred, we may take such action as we deem appropriate including:
●immediate, temporary or permanent withdrawal of your right to use our Platform;
●immediate, temporary or permanent removal of the Contracts;
●legal action against you; and/or
●disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

Maintaining a secure internet connection is your responsibility. Where you lose access to the Platform and any Contracts due to a disruption in your telecommunications or internet services, we will in no way be liable for any losses suffered.

Where our Platform contains links to other sites and resources provided by third parties. These are provided for your information only. They should not be interpreted as approval by us of those linked websites or information you may obtain from them.

CONTENT ON OUR PLATFORM

The Contracts: We are the owner or the licensee of all intellectual property rights in all of the Contracts and the Platform and in the material published on it.  Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

Contract you upload to our Platform must not do the following: (i) be defamatory of anyone or likely to bully, insult, intimidate, discriminate or humiliate someone; (ii) contain terms that would be unlawful on criminal, tortious or public policy grounds or would violate applicable law governing export controls; (iii) promote sexually explicit material; (iv) promote violence; (v) infringe any copyright, database right or trade mark; (vi) be likely to deceive; (vii) give the impression that the Contract Particulars originate from us or another person from whom you do not have authority; (viii) contain any advertising or promotion for another company and/ or site; and (ix) knowingly introduce viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.

Do not reverse engineer any of the Platform. You will not reverse engineer or otherwise attempt to derive or obtain information about the functioning, manufacture or operation of the Platform. Nor will you attempt to modify, translate, or create derivative works based on the Platform; or copy (save for archival purposes), rent, lease, distribute, pledge, assign or otherwise transfer or encumber rights to the Platform.

You must not attempt to gain unauthorised access. Whether this is to our Platform, the Contracts stored on our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, 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 Platform will cease immediately.

INTELLECTUAL PROPERTY

Our Platform. We are the owner or the licensee of all intellectual property rights in the Platform including any modifications and improvements, whether made by us or suggested by you.  Those works are protected by copyright laws and treaties around the world. All such rights are reserved. We provide you with a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable limited term licence for internal use only to use the Platform in accordance with these Terms. Such a right to use the Platform will expire at the point your subscription ends or when we terminate these Terms, whichever is sooner. We make no commitment to continue to store Contracts on the Platform after the termination of these Terms.

Contracts. We will retain all intellectual property rights in the Contracts on the Platform, including the Contract Parameters. You grant to us a worldwide, royalty-free, non-exclusive, transferable and sub-licensable right to use and modify any Contracts you choose to upload to the Platform. You also assign to us ownership of the intellectual property rights in the Contract Parameters contained in any contract you upload to the Platform. Contract Parameters include, but are not limited to, details of contract value, term durations, industry sectors, jurisdiction and choice of law, liability terms, confidentiality provisions and any other terms that are commonly negotiated in agreeing contracts, and Contract Parameters exclude personal data, the names of parties to a contract and deal specifics. We will use the Contract Parameters contained in any contracts you upload to the Platform or in any Contracts that you create, negotiate, sign or store on the Platform to identify trends in the negotiation of Contracts by our users and will inform users of such trends as part of our service. We will take reasonable steps to ensure that the excluded data described above is removed from the Contract Parameters before they are made available on the Platform outside of your and the counterparties’ accounts. In turn, we grant to you a worldwide, royalty-free, non-exclusive, transferable and sub-licensable right to use, modify and distribute the Contracts, which will survive the termination of these Terms. You acknowledge that where we create Contracts similar to or the same as any Contracts you have uploaded to the Platform, you will have no claims against us including for infringement or misappropriation.

CANCELLATION, TERMINATION AND SUSPENSION

Termination of your subscription term. Your subscription will start on the date you sign up as a user of the Platform and agree to these Terms. Your access to the Platform will continue until the earlier of: your cancelling your subscription; our termination of your right to access the Platform; or your committing a material breach of these Terms.

Where you wish to terminate your subscription. You can do this via the Platform or by email at: support@legislate.tech.

Deletion of data. We will only retain your data for as long as we need it. Your data is usually deleted 6 months after the deactivation of your account with us, unless we are required to keep it for longer to comply with our legal, accounting or regulatory requirements.

Survival of important terms. Please note that all rights under these Terms, which by nature should survive termination, will, including Indemnity, Liability, Governing Law, Notices and Intellectual Property.

INDEMNITY

Your indemnity to us. You agree to indemnify us, our affiliates, directors, officers and employees against all loss, costs, damages liabilities and expenses that arise out of your breach of these Terms and/ or use of the Platform.

Liability

We do not limit any losses that we are not allowed to limit: We do not exclude or limit in any way our liability to you where it would be unlawful to do so including death or personal injury caused by our negligence or fraud.

What we do limit: We exclude all implied conditions, warranties, representations or other terms that may apply to our Platform. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence and breach of statutory duty) or otherwise, even if foreseeable, arising under or in connection with the use of, or inability to use, our Platform; or use of or reliance on Contracts provided to you via our Platform.In particular, we will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

No service guarantees. Save for our commitment to use reasonable care and skill to provide paying subscribers with a service that is complete and accurate, the Platform is provided “as is”. We make no guarantee as to the quality of the Platform and its suitability for your individual purposes, and will not be liable in the event you do not undertake your own prior due diligence or legal advice.

Severability. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

OUR DATA PROTECTION OBLIGATIONS

●For the purposes of this section, "Data Protection Legislation" means: (i) the UK’s Data Protection Act 2018; and (ii) the UK General Data Protection Regulation together with any applicable transposing, implementing or supplementary legislation. Any capitalised terms used but not defined elsewhere in these Terms shall have the meanings given in the Data Protection Legislation.

●As your Processor, we will Process the Personal Data which we handle for you only for the purposes described in, and for the duration of, these Terms. If we are legally required to Process the Personal Data which you provide to us for other reasons, then if we are allowed to do so we will notify you of this. Each of us acknowledges that the Personal Data we will Process for you will usually consist of names of individuals, company trading names and registration numbers as well as physical and email addresses.

●If we are aware that what you are asking us to do with Personal Data infringes applicable laws, we will notify you immediately (unless applicable laws prevents us from doing that) and we will not carry out what you are asking us to do.

●We will implement appropriate security measures (both technical and organisational) so that the Personal Data you give to us is kept sufficiently secure. You give us permission to transfer the Personal Data we are Processing for you internationally, and we will make sure that anyone we allow to Process Personal Data for you is subject to written confidentiality commitments.

●You approve our using sub-processors for data storage, hosting and transfer purposes, and we accept that we will be responsible to you for any breach of this page caused by our sub-processors. Our current sub-processor is Google Cloud UK and we reserve the right to update these Terms if this changes.

●At your cost, we will provide you with reasonable assistance to demonstrate compliance with the Data Protection Legislation, including but not limited to: (i) ensuring compliance with security, breach notification, impact assessments and prior consultation obligations; and (ii) responding to: (a) any Data Subject request to exercise their rights under Data Protection Legislation; and (b) any other correspondence, enquiry or complaint received in connection with our Processing of your Personal Data.

●If we become aware of a Personal Data Breach in relation to the Personal Data which you provide to us, we will inform you without undue delay and help you to fulfil any data breach reporting obligations you may have under Data Protection Legislation.  

●Promptly following termination or expiry of these Terms we will destroy the Personal Data we were processing for you as part of your Contracts unless: (i) it has been archived on back-up systems which we will securely isolate and protect from further Processing; or (ii) we are required to keep it under applicable laws. Any Personal Data held following termination or expiry of your account with us (such as because other users are storing Contracts on our Platform which contain your Personal Data) is retained in accordance with our privacy policy.

●In the event that Data Protection Legislation or appropriate guidance changes, we reserve the right to amend the data processing requirements in these Terms to ensure our Terms continue to comply with applicable laws.

●If an adequate protection measure for the international transfer of Personal Data is required under the Data Protection Legislation (and has not otherwise been arranged by the parties), the Model Contract Clauses (annexed to European Commission Decision 2010/87/EU) shall be incorporated into these Terms as if they had been set out in full. The template elements of the Model Contract Clauses are completed below:

Model Contract Clauses: main body particulars
Exporter contact details Those of the Controller as set out in the subscription details
Importer contact details Those of the Processor as set out in these Terms
Governing Law (cl. 9 & 11) England and Wales

Appendix 1 of the Model Contract Clauses:
Data Exporter The Controller
Data Importer The Processor
Data Subjects Any individuals whose personal data is contained in the Contracts
Categories of dataTypically name and contact details
Special categories of dataOnly if added to the Contracts by the Controller
Processing operationsThe Processor will store the personal data as part of its platform enabling the creation, negotiation, signature and storage of Contracts

Appendix 2 of the Model Contract Clauses:
Physical Access Control
Restriction of access to buildings, data centres and server rooms as necessary, adequate locks on all doors, monitoring of unauthorised access, and written procedures for employees, contractors and visitors covering confidentiality and security of information.
System Security
Restricting access to systems, ensuring prompt deployment of updates, bug-fixes and security patches for all systems, appropriate security over wireless networks.
Data Processing Selection of sub-processors based on technical expertise, trustworthiness and compliance with legislation.

The illustrative indemnity set out in the Model Contract Clauses is deemed deleted.

GOVERNING LAW

What laws apply to these Terms? These terms are governed by English law and you can bring legal proceedings in the English courts.   However if you are a consumer you may also benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions of local law.

Changes to these Terms. As our service grows and improves, we might have to make changes to these Terms and we reserve the right to do this without your approval. We will do this by uploading the latest version with a date confirming when they went live.

14 July 2021