Terms and conditions
These terms and conditions shall govern your use of our website and the services on our website.
By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.
If you register with our website, we will ask you to expressly agree to these terms and conditions.
Your agreement to these terms and conditions is on your own behalf as an individual or, if you are acting in the course of your employment by or representing another legal entity, on behalf of that entity; and such acceptance creates a legally enforceable agreement between you or that entity on the one hand, and us on the other.
If you are acting in the course of your employment by or representing another legal entity, you personally warrant and represent to us that you have the authority to accept these terms and conditions on behalf of that entity, and you undertake to abide by these terms and conditions insofar as they are applicable to you as an individual user.
Our website services are designed for business customers only. You must not use our website services except in the course of a business or other organisational project. In particular, you must not use our website services as a consumer.
This website and the material on this website are copyright (c) 2008-2016 SEQ Legal LLP.
Subject to the express provisions of these terms and conditions:
- we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and
- all the copyright and other intellectual property rights in our website and the material on our website are reserved.
Licence to use website
This Section 3 governs your rights to use our website and our website services. These provisions apply to use of those areas of the website available to casual visitors and to the use of the additional areas of the website available to registered users and customers who have purchased access to our services, and in particular shall apply to the use of our online document editor.
The rules governing the use of documents produced by means of our website services are set out in Section 8, and are not affected by the provisions of this Section 3.
- view pages from our website and submit forms on our website using a web browser;
- download pages from our website for caching in a web browser;
- stream video files from our website; and
- use our online document editor and other website services by means of a web browser,
Except as expressly permitted by Section 3.1 or Section 8, you must not download any material from our website or save any such material to your computer.
You must not:
- republish material from our website (including republication on another website);
- sell, rent or sub-license material from our website;
- show any material from our website in public;
- exploit material from our website for a commercial purpose; or
- redistribute material from our website,
We reserve the right to restrict access to areas of our website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.
You must not use the software elements of the website or services for any purpose other than using the website and services in accordance with these terms and conditions.
Except to the extent required by applicable law, you must not reverse engineer, or attempt to reverse engineer, the software elements of the website or services.
You may only use our website for your own business or organisational purposes, and you must not use our website for any other purposes.
You must not:
- use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;
- use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
- use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
- inject or attempt to inject any software code into our website or any part thereof;
- conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;
- violate the directives set out in the robots.txt file for our website; or
- use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).
You must not interact with our online document editor by any automated means, or by any means other than manually through the use of a web browser.
Registration and accounts
You may register for an account with our website by completing and submitting the account registration form on our website.
You must not allow any other person to use your account to access the website, unless that other person is employed or engaged as part of your business or organisation.
You must notify us in writing immediately if you become aware of any unauthorised use of your account.
You must not use any other person's account to access the website.
If you register for an account with our website, you will be asked to choose a password and may be asked to choose a user ID.
Your user ID must not be liable to mislead and must comply with the content rules set out in Section 11; you must not use your account or user ID for or in connection with the impersonation of any person.
You must keep your password confidential.
You must notify us in writing immediately if you become aware of any disclosure of your password.
You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.
- suspend your account;
- cancel your account; and/or
- edit your account details to ensure they are accurate and appropriate,
You may cancel your account on our website by sending to us a written cancellation request. You will not be entitled to any refund if you cancel your account in accordance with this Section 5.11.
Users may make the following types of purchase on our website:
- single document purchases (the purchase of access to a single template document on the website); and
- credit purchases (the purchase of credits on the website, which can themselves be used to purchase template documents on the website).
When a user purchases access to a single document, or uses credits to purchase access to a document, then the user must select a standard licence, extended licence or premium licence. The different licences have different limitations on usage and licensing, and when you purchase a licence you agree to abide by those limitations as specified in these terms and conditions and on our website.
To purchase documents or credits, you must add the documents or credits to your basket and pay the applicable purchase fees. If you have not previously created an account on the website, you will need to create an account during checkout. Our website will send an automated confirmation of your order (in the form of an email invoice). The contract between you and us for the supply of the website services shall come into force upon the issue of that order confirmation.
Not being a consumer, you acknowledge and agree that our order procedure does not include specific means enabling you to identify and correct input errors prior to making your order.
We may from time to time vary the benefits associated with a purchase (including usage and licensing limitations) by posting a new description of the relevant services or licence in these terms and conditions and on our website, providing that if in our reasonable opinion such a variation results in a substantial loss of value or functionality, you shall have the right to cancel your services, and we will refund to you an amount calculated in accordance with Section 10.
We shall have the right (but not the obligation) to delete from our servers legal documents that you create using our online editor at any time following the end of the period during which you have a right to edit the document using the online editor.
Limitations on access to online document editor
When you purchase a licence on our website, your access to our online document editor will be subject to those limitations specified on our website at the time you make the purchase. Such limitations will relate to:
- the number of document instances you can create from the document template; and
- the period in respect of which you will have access to the online document editor.
Licence to use exported documents
In this Section, "Exported Documents" means documents created using our online document editor that you export from our website, whether in Word format, HTML format or any other format, and includes derivatives of such documents; "Website" means a website or a software application hosted on and made available to users via the internet, including updated and upgraded versions of such Website; and "Digital Product" means a software program, electronic publication or other copyright-protected work that is distributed to users for their own use, including updated and upgraded versions of such Digital Product.
Subject to your payment of the applicable price and compliance with these terms and conditions, we grant to you a worldwide non-exclusive, licence to make any Permitted Use of any Exported Documents; providing that you must not in any circumstances make any Prohibited Use of any Exported Document.
The "Permitted Uses" are:
- downloading a copy of each Exported Document;
- storing, viewing and editing Exported Documents on a computer, and permitting your legal advisers to do so for the purposes set out herein;
- printing an unlimited number of copies of any Exported Document;
- if the purpose of the Exported Document is to regulate the use of a Website, publishing a single Exported Document on a Website (or such number of Websites as you have purchased licences for); and
- if the purpose of the Exported Document is to regulate the use of a Digital Product, incorporating a single Exported Document into, and distributing it with, a Digital Product (or such number of Digital Products as you have purchased licences for).
The "Prohibited Uses" are:
- the sale, licensing, sub-licensing, renting, leasing or commercial distribution of any Exported Document in any format (excluding distribution and use as expressly permitted by Clause 8.3 and Clause 8.5);
- the publishing of any Exported Document (excluding the publication of an Exported Document as expressly permitted by Clause 8.3);
- the use of any Exported Document 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
- the use of any Exported Document to compete with us, whether directly or indirectly (excluding competition in respect of custom legal drafting services).
This licence is non-transferable. However you may sub-license the rights granted in this Section 8 in respect of an Exported Document (subject to the restrictions set out in this Section 8) to a client of yours, 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 Exported Document on behalf of the client. The maximum number of sub-licences that you may grant shall be as specified on our website at the time of your purchase.
All rights in the Exported Documents not expressly granted in these terms and conditions are hereby reserved.
Subject to Section 8.10, you must retain, and must not delete, obscure or remove, all copyright notices and other proprietary notices placed by us on any Exported Document.
If you breach any of these terms and conditions, then the licence set out in this Section will be automatically terminated upon such breach (whether or not we notify you of termination).
Upon the termination of the licence set out in this Section, you will promptly and irrevocably delete from your computer systems and other electronic devices all copies of the Exported Document(s) in your possession or control, and will permanently destroy any paper or other copies of the Exported Document(s) in your possession or control.
In respect of an Exported Document provided under a free licence that contains text crediting Docular, then you must ensure that that text is included in all versions and derivatives of the Exported Document, unless we agree otherwise in writing. If we send you a written request to remove that text from an Exported Document, you must do so without delay.
The fees in respect of our website services and document licences will be as set out on the website from time to time.
All amounts stated in these terms and conditions or on our website are stated inclusive of VAT (unless the context suggests otherwise).
You must pay to us the fees in respect of our website services in advance, in cleared funds, in accordance with any instructions on our website.
We may vary fees from time to time by posting new fees on our website, but this will not affect fees for services that have been previously paid.
If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.
If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:
- an amount equal to the amount of the charge-back;
- all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);
- an administration fee of GBP 25.00 including VAT; and
- all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 9.6 (including without limitation legal fees and debt collection fees),
If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.
We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.
The provisions of this Section 10 apply only where the Section is expressed to apply elsewhere in these terms and conditions.
You acknowledge that you have no general right to a refund under these terms and conditions.
Refunds will be calculated taking into account the following factors:
- the number of unused credits in your account;
- the number of instances of each relevant document you have created (with an instance being considered to have been used if it has been created); and
- the access period remaining for each relevant document.
Subject to Section 10.3, we shall be responsible for calculating refunds due in accordance with this Section 10, and we may do so using any reasonable methodology.
In these terms and conditions, "Your Content" means all works and materials (including without limitation any text that you submit using our online document editor and any other text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.
You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to reproduce, store and process Your Content on and in relation to this website and any successor website. In the case of information supplied using our online editor, we will only use that information for the purposes of providing our website services to you, fulfilling our obligations under these terms and conditions, analysing and learning from the use of our templates, and enforcing our legal rights.
You grant to us the right to sub-license the rights licensed under Section 11.2.
You may edit Your Content to the extent permitted using the editing functionality made available on our website.
Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of Your Content.
You warrant and represent that Your Content will comply with these terms and conditions.
Your Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
Your Content, and the use of Your Content by us in accordance with these terms and conditions, must not:
- be libellous or maliciously false;
- be obscene or indecent;
- infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
- infringe any right of confidence, right of privacy or right under data protection legislation;
- constitute negligent advice or contain any negligent statement;
- constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
- be in contempt of any court, or in breach of any court order;
- be in breach of racial or religious hatred or discrimination legislation;
- be blasphemous;
- be in breach of official secrets legislation;
- be in breach of any contractual obligation owed to any person;
- depict violence in an explicit, graphic or gratuitous manner;
- be pornographic, lewd, suggestive or sexually explicit;
- be untrue, false, inaccurate or misleading;
- consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
- constitute spam;
- be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
- cause or be liable to cause annoyance, inconvenience or needless anxiety to any person.
Confidentiality and data protection
This Section 12 sets out how we will treat the information that you upload to our website in the course of using our online document editor (the "Confidential Information") and any personal data that we may process on your behalf in the course of providing the services ("Personal Data").
- keep the Confidential Information confidential;
- not disclose the Confidential Information to any person without your prior written consent; and
- use the same degree of care to protect the confidentiality of the Confidential Information as we use to protect our own confidential information of a similar nature, being at least a reasonable degree of care.
Notwithstanding Section 12.2, we may disclose the Confidential Information to our officers, employees, professional advisers, insurers, agents, service providers and subcontractors who have a need to access the Confidential Information for the performance of their work and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.
This Section 12 imposes no obligations upon us with respect to Confidential Information that:
- is known to us before disclosure by you and is not subject to any other obligation of confidentiality;
- is or becomes publicly known through no act or default on our part; or
- is obtained by us from a third party in circumstances where we have no reason to believe that there has been a breach of an obligation of confidentiality.
The restrictions in this Section 12 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of our stock on any recognised stock exchange.
The provisions of this Section 12 shall continue in force indefinitely following the closure of your account on the website.
You warrant to us that you have the legal right to disclose all Confidential Information and Personal Data that you do in fact disclose to us under or in connection with these terms and conditions, and that the processing of that Personal Data by us in accordance with these terms and conditions will not breach any applicable data protection or data privacy laws (including the Data Protection Act 1998).
We warrant to you that:
- we will act only on your instructions in relation to the processing of Personal Data; and
- we have in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data.
Guidance, advice and information
From time to time we may provide guidance about the selection of a template for your use and/or the editing of legal documents. In this connection, you acknowledge that:
- we will not have full knowledge of your circumstances, and there may be circumstances which are relevant to template selection about which we do not know;
- any assistance you may receive from us is likely to be incomplete and may be misleading;
- our legal document templates and our online editor are intended primarily for use by lawyers and contract professionals, and a degree of knowledge, care and effort are required for their proper use; and
- all templates need to be adapted, and any document you produce using our online document editor may require further editing after export as appropriate for your circumstances.
This website, our online document editor and our legal documents contain general information about legal documentation and the law ("Legal Information").
You must not rely on the Legal Information as an alternative to legal advice from your lawyer or other professional legal services provider.
If you have any specific questions about any legal matter, you should consult your lawyer or other professional legal services provider.
You should never delay seeking legal advice, disregard legal advice, or commence or discontinue any legal action because of the Legal Information.
No lawyer-client, solicitor-client or attorney-client relationship shall be created through the use of our website.
The Legal Information is not legal advice and should not be treated as such. Nor should any guidance we may give to you regarding document selection or any assistance we may give you regarding document editing. Accordingly, you must not relay the Legal Information or such guidance or assistance, and subject to Section 15.1 we will not be liable to you in respect of any loss or damage that you may suffer or incur as a result of reliance upon the Legal Information or such guidance or assistance.
The documents on our website are all created by lawyers qualified in England and Wales and/or designed for use in relation to English law. We give no warranty that the documents are at all suitable for use in relation to any other law or jurisdiction.
Our online editor is designed to improve the efficiency of the editing process for legal documents, and in particular first drafts of legal documents. You acknowledge that, whilst aspects of the editing process are automated, the use of the online editor does not guarantee that your legal documents will be cogent, internally consistent, legally enforceable, legally acceptable or error-free. You should carefully review all the output of the online editor, and where appropriate appoint a professional to do so.
Further warranty limitations
We do not warrant or represent:
- the completeness or accuracy of the information published on our website;
- that the material on the website is up to date; or
- that the website or any service on the website will remain available.
The software that we use to provide our website services is complex. You acknowledge that complex software is never wholly free from bugs and security vulnerabilities, and we give no warranty that our software will be wholly free from such bugs and vulnerabilities.
We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.
To the maximum extent permitted by applicable law and subject to Section 15.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.
Limitations and exclusions of liability
Nothing in these terms and conditions will:
- limit or exclude any liability for death or personal injury resulting from negligence;
- limit or exclude any liability for fraud or fraudulent misrepresentation;
- limit any liabilities in any way that is not permitted under applicable law; or
- exclude any liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Section 16 and elsewhere in these terms and conditions:
- are subject to Section 15.1; and
- govern all liabilities arising under that contract or relating to the subject matter of that contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in that contract.
To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.
We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
You are responsible for creating and maintaining back-ups of your data stored on the website; we will not be liable to you in respect of any loss or corruption of any data, database or software.
We will not be liable to you in respect of any special, indirect or consequential loss or damage.
You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the greater of:
- GBP 1,000; and
- the total amount paid and payable to us under the contract.
You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of:
- a breach by you of any provision of these terms and conditions; or
- any misuse by you of our website or services.
Breaches of these terms and conditions
Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
- send you one or more formal warnings;
- suspend your access to our website;
- permanently prohibit you from accessing our website;
- block computers using your IP address from accessing our website;
- contact any or all of your internet service providers and request that they block your access to our website;
- commence legal action against you, whether for breach of contract or otherwise;
- suspend or delete your account on our website; and/or
- terminate any contract between us and you under these terms and conditions.
Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
Third party websites
Our website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.
We have no control over third party websites and their contents, and subject to Section 15.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.
DOCULAR, DOCULAR.NET, SEQ LEGAL and SEQLEGAL.COM, our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.
The third party registered and unregistered trade marks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
We may revise these terms and conditions from time to time.
The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.
If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website. We will give you at least 3 months' notice of any revision requiring your consent under this Clause 20.3.
You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
If a provision of a contract under these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
If any unlawful and/or unenforceable provision of a contract under these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
Third party rights
A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.
Subject to Section 15.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.
Law and jurisdiction
A contract under these terms and conditions shall be governed by and construed in accordance with English law.
Any disputes relating to a contract under these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.
Statutory and regulatory
We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.
These terms and conditions are available in the English language only.
Our VAT number is GB 902 1495 52.
If you are regulated by the Solicitors Regulatory Authority (SRA) in the UK, and you become a customer for our services under these terms and conditions then, having regard to Outcome 7.10 from the SRA Code of Conduct, we shall be obliged, at your request, to: (i) provide to the SRA (or its agent) such information as they may reasonably require in order to monitor your compliance with your obligations under the SRA's handbook; and (ii) enable the SRA (or its agent) to enter our premises and/or inspect our records to the extent reasonably required in order to enable them to monitor your compliance with your obligations under the SRA's handbook (in each case subject to our statutory duties and any contractual duties or duties of confidentiality that we owe to third parties).
This website is owned and operated by SEQ Legal LLP.
We are registered in England and Wales under registration number OC325208, and our registered office is at 8 Carmel Terrace, Mongewell, Wallingford, Oxfordshire OX10 8BX.
Our principal place of business is at Howbery Park, Wallingford, Oxfordshire OX10 8BA.
Version 1.2 13 October 2016