Legal Edocs Terms
Terms & Conditions of Membership
1. Definitions
The words and expressions in this Agreement shall have the following meanings, unless they are inconsistent with the context:
1.1 “Agreement” means the contract set out in these Terms and Conditions;
1.2 “Member” shall mean the company, corporation, firm, individual, organisation or partnership named on the Order Form.
1.3 “Delivery” means delivery by the Proprietor of the Document Package or Updates (as the case may be) to the Member by (a) transmitting an email with an attachment containing the same or (b) making the same available for download from the Internet or (c) such other means as the Proprietor shall notify the Customer from time to time (“Deliver” and “Delivered” shall be construed accordingly);
1.4 “Document Package” means the electronic templates for the documents, document templates in PDF format, MicroSoft Word format or Open Document format as the case may be, operating instructions and documentation that the member purchased from the Proprietor or that are included in the Member’s category of membership;
1.6 “Proprietor” means Legal Edocs Limited registered in England and Wales under Company Number 6616974 and whose registered office is Chattock House, 346 Stratford Road, Shirley, Solihull, West Midlands, B90 3DN. VAT registration number 938 3345 04;
1.7 "Notice” means prior written notice addressed to either party at the address indicated on the Order Form or such other address as may at the relevant time have been notified pursuant to this Agreement to the party giving notice;
1.8 “Order Form” shall mean the electronic order form appearing on the Proprietor’s web site or e-mailed to the Customer or a printed copy of the Order form. The Order Form shall form part of this Agreement.
1.9 “Start Date” shall mean the date of the Proprietor’s order acknowledgment.
1.10 “Updates” means amendments and revisions made from time to time to the Document Package supplied by the Proprietor to the member and not subject to separate licence arrangements.
1.11 “Members area” shall me the private part of the Proprietor’s web site access to which is restricted to the Proprietor and Members whose membership fees and subscription are paid up to date.
2. Basis of Agreement
2.1 The Parties shall discharge their respective obligations set out in these Terms and Conditions in accordance with the Customer’s Order Form that has been accepted by the Proprietor by the issue of an order acknowledgement. No contract will arise between the Proprietor and the Customer until such order acknowledgement is issued. All Document packages and or Software are supplied subject to these Conditions, which shall govern this Agreement to the exclusion of any other terms and conditions.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Proprietor and of the Customer.
2.3 The Proprietor's employees or agents are not authorised to make any representations concerning the Document Package and or Software unless confirmed by the Proprietor in Writing. In entering into this Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Proprietor shall be subject to correction without any liability on the part of the Proprietor.
3. Term
This Agreement shall commence on the Start Date and shall continue for one calendar year.
4. User Licence
4.1 The Proprietor grants to the Member a non-exclusive non-transferable licence for the Term to:
4.1.1 allow the member’s employees to access and use the Document Package in the course of the member’s normal daily business; and
4.2 For the avoidance of doubt, the licence in Clause 4.1 excludes the right for the Member to provide to any third party any benefit from use of the Document Package and the Member shall not nor shall it permit any third party to: (a) make any unauthorised copies or adaptations or derivatives of or modifications to the Document Package; or (b) distribute, disclose, market, rent, lease or transfer the Document Package to any other person;
4.3 Have access to the Members Area;
4.4 If included in the member’s category of membership, to have access to their secure folder wherein their Document Package is stored; and
4.5 The licence granted hereunder shall terminate forthwith on termination of the Agreement.
5. Proprietor’s Obligations
5.1 The Proprietor shall:
5.1.1 Make the Document Package available to the Customer as soon as practicable after the formation of this Agreement either (a) by transmitting an email with an attachment containing the same or (b) making the same available for download from the Internet or (c) direct to the Customer’s secure folder on the Proprietor’s web site, (d) by using an on-line compiler on the Proprietor’s web site or (e) by such other means as the Proprietor shall notify the Customer from time to time;
5.1.2 Deliver any Updates which are made generally available to Members without charge;
5.1.3 Provide the Member with access to the Members Area of its web site. Where the Member’s category of membership so includes, to provide access from time to time by email or online (at the Proprietor’s sole discretion) to bulletins, knowledgebase, checklists, procedural workflows, template letters and forms and newsletters giving explanations and guidance on the documents in the Document Package;
5.1.4 If included in the member’s category of membership, to provide access to their secure folder wherein their Document Package is stored; and
5.1.5 Respond in a timely and professional manner to requests for user support covering the use of the Document Package made by email to the Proprietor’s help desk between 9:30am and 5:00pm Monday to Friday (excluding English public holidays), such obligation being confined to the then current version of the Document Package. Such support may be provided by e-mail, telephone, video link, Citrix “GoToMeeting” or similar product at the discretion of the Proprietor.
6. Membership levels and subscriptions
6.1 The Proprietor operates a proprietary membership club with the following categories of membership:
Bronze, Silver, Gold and Platinum. Membership is at the discretion of the Proprietor and membership of the Platinum category is by invitation from the Proprietor.
6.2 The annual subscription payable in respect of each category of membership shall be determined by the Proprietor entirely at its discretion. The current level of subscription shall be displayed on the Proprietor’s web site.
6.3 Bronze Members shall have the following benefits:
- Access to members area and knowledge base
- Access to online shop to purchase one-off documents
- Access to online shop to purchase procedural Workflows and Checklists
6.4 Silver Members shall have the following benefits in addition to those of Bronze membership:
- regular E-Newsletter
- Procedural Workflows and Checklists
6.5 Gold Members shall have the following benefits in addition to those of Silver membership:
- Free access to all documents and other precedents (including an unlimited number of One Off Products)
- Email "helpline" service
- Ability to create and store documents and data online
6.5 Platinum members shall have the following benefits in addition to those of Gold membership:
- The Proprietor will store their existing Document Package (limited to employment contracts, service agreements and employment handbook) and data online
- The proprietor shall make reasonable modifications to the Document Package (limited to employment contracts, service agreements and employment handbook) if so requested. The Proprietor reserves the right to make a charge where the modifications proposed are extensive.
6.6 The Proprietor may, in its absolute discretion and on such terms as it shall determine, introduce other categories of membership.
6.7 Save for Platinum Members, the Member shall pay the membership subscription in advance by cheque direct debit on the Start Date and the same day each month thereafter. The Customer shall execute any documents required to authorise the Proprietor to originate standing order payments unless alternative payment arrangements are agreed in writing.
6.8 The Customer shall pay any other amounts due to the Proprietor within 21 days of the invoice date.
6.9 If the Member fails to pay any amount by its due date, the Proprietor will in its absolute discretion:
6.9.1 suspend the performance of any services and or access to the Document Package(s), the Members Area and the Member’s secure folder until such time as the outstanding sum is paid; and or
6.9.2 levy interest daily on such amount from the due date until receipt of payment in cleared funds at the statutory rate of interest applying to late payment of commercial debts. Such interest shall be payable by the Member on demand.
7. Member’s Undertakings and Obligations
7.1 The member warrants that the person completing the Order Form:
7.1.1 has the Member’s authority to enter into this Agreement; and
7.1.2 is authorised to sign on the Customer’s bank account.
7.2 The Member agrees to be bound by these Conditions.
7.3 The member undertakes to:
7.3.1 keep the Document Package confidential and not carry out or permit disclosure of the whole or any part of it to persons other than employees of the Member who need such disclosure in the ordinary course of the business of the Member or other persons to whom the Member must disclose the Document Package to comply with any statutory obligations;
7.3.2 comply at all times (during and after the Term) with the restrictions in Clause 4.2; and
7.3.2 cease use of an earlier version of the Document Package after Delivery of an Update.
7.3.3 The Member undertakes not to assign, re-sell, sub-licence, or part with possession of or otherwise deal in the Document Package.
8. Limitation of Liability
8.1 This Clause 8 limits the Proprietor’s liability to the Member, and the Licence Fee and the Proprietor’s other charges are based in part on these limits.
8.2 Liability for death or personal injury resulting from negligence or fraudulent misrepresentation by the Proprietor or the Proprietor’s employees, agents, or sub-contractors shall not be limited.
8.3 Subject always to Clause 8.2 above, the Proprietor excludes any liability for:
any loss attributable to the Member’s failure to incorporate and use Updates in the Document Package; and
8.3.1 incorrect factual information provided to the Proprietor or inserted by the Member into the Term Sheet or the documents in the Document Package; and
8.3.2 loss of profit, loss of goodwill or any special, indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Proprietor had been advised in writing of the possibility of the member incurring such loss.
8.4 Although reasonable care is taken in their preparation, the Proprietor does not warrant that all or any of the documents in the Document Package:
8.4.1 is suitable or effective in a particular factual situation;
8.4.2 are effective for use in a particular transaction; or
8.4.3 is legally effective once executed.
8.5 The Proprietor does not:
8.5.1 give or purport to give legal advice and all liability for any legal advice given or purported to be given by any employee or contractor of the Proprietor is excluded; or
8.5.2 represent that the Document Package is an effective substitute for the advice of a qualified solicitor.
8.6 In the event of a breach of this Agreement, the Proprietor’s liability shall be discharged by the Proprietor remedying the breach (if capable of remedy) or, at its discretion, refunding the Licence Fee paid pursuant to this Agreement.
8.7 Except as provided in Clause 8.2 above, the Proprietor’s liability to damages shall be limited to the total amount paid by the Customer to the Proprietor pursuant to this Agreement in the immediately preceding period of 12 months.
9. Termination and Consequences of Termination
9.1 Notwithstanding any provision herein to the contrary this Agreement may be terminated:
9.1.1 without cause by either party serving on the other not less than 3 months’ Notice expiring on the anniversary of the Start Date; or; or
9.1.2 forthwith by the Proprietor if the member is unable to pay its debts or enters into liquidation (except as part of a solvent corporate reconstruction or reorganisation) or bankruptcy or has a receiver or administrator appointed or makes any arrangement with its creditors or ceases to carry in business.
9.2 Termination of this Agreement howsoever arising shall not affect the rights and obligations of either party accrued prior to termination.
10. General
10.1 All amounts payable to the Proprietor under this Agreement shall be subject to the addition of Value Added Tax at the prevailing rate.
10.2 All Notices must be delivered personally or by first class post bearing an external return address and will be deemed to have been served (if delivered personally) on delivery or (if sent by post) 48 hours after delivery.
10.3 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.4 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions (or remaining part thereof) of this Agreement and the remainder of the provision in question shall not be affected.
10.5 This Agreement shall be governed by the laws of England, and the parties hereby submit to the exclusive jurisdiction of the English Courts for all purposes arising in connection with this Agreement.
10.6 This Agreement, and the documents referred to in it, constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement. No variation, supplement, or replacement of or from this Agreement or any of its terms shall be effective unless made in writing and signed by or on behalf of each party.
10.7 The Proprietor shall be entitled to sub-contract, assign or otherwise transfer all or any of its rights or obligations under this Agreement.
10.8 A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
