Service Conditions
1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).
1.2 Authorised User: a person nominated by you as being permitted to access and use the Services;
1.3 Business Hours: 8.30am – 6.00pm Monday to Friday (inclusive) excluding bank holidays.
1.4 Confidential Information: information which is proprietary or confidential and is either clearly labeled as such or would be regarded as confidential by a reasonable business person.
1.5 Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
1.6 Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.7 Initial Subscription Period: the initial period you specify in your Subscription Request during which you want us to provide the Services.
1.8 Materials: the Documents processes procedures information and materials provided by us whether on the Site or otherwise for use in connection with the Services.
1.9 Panel Solicitor: such firm of solicitors as have been appointed by us to advise clients using our Services.
1.10 Services: the services set out on our Site to which you subscribe.
1.11 Service Description: the specification of the Services set out on our Site.
1.12 Site: our website www.askheadoffice.co.uk
1.13 Subscription Fee: the subscription fee to be paid by you for the provision of the Services.
1.14 Subscription Period: the period during which we shall provide the Services.
1.15 Subscription Request: the registration form on our Site to be completed by you when subscribing for the Services.
1.16 Terms of Use: our terms of use of our website www.askheadoffice.co.uk/service_conditions.asp
1.17 We Us or Our: Group Legal Limited trading as Head Office (company number 0641512) whose registered office is at 21 St Thomas Street, Bristol BS1 6JS .
1.18 You or Your: the person firm corporation or other organisation entering into this agreement with us by accepting these terms. Where the context so requires you or your includes Authorised Users.
1.19 VAT: value added tax chargeable under English law for the time being and any similar additional tax.
1.20 Headings in these conditions shall not affect their interpretation.
1.21 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.22 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. APPLICATION OF CONDITIONS
2.1 After submitting a Subscription Request you will receive an email from us acknowledging we have received your Subscription Request. Please note that this does not mean your subscription has been accepted. Your Subscription Request constitutes an offer to us to subscribe for the Services. All Subscription Requests are subject to acceptance by us and we will confirm such an acceptance to you by sending you an email that confirms your Subscription has been set up and any user identification user code or password necessary to access the Services (Email Confirmation). The agreement between us will only be formed when we send you the Email Confirmation.
2.2 This agreement shall be governed by these Conditions to the exclusion of all other terms and conditions. Your standard terms and conditions (if any) attached to enclosed with or referred to in any purchase order or other Document shall not govern this agreement.
2.3 You acknowledge that in entering this agreement you have not relied upon any statement promise or representation made or given by us or on our behalf which is not set out in this agreement.
3. COMMENCEMENT AND DURATION
3.1 We will provide the Services from the dispatch of our Email Confirmation in accordance with clause 2.1. We will provide the Services for the Initial Subscription Period and after that we shall continue to supply the Service until this agreement is terminated by either you or us giving not less than 3 months' notice to terminate this agreement, such notice to expire at the end of the Initial Subscription Period or thereafter on any anniversary of the end of the Initial Subscription Period unless this agreement is terminated in accordance with condition 10.
4. OUR OBLIGATIONS
4.1 We shall use reasonable endeavours to provide the Services in accordance in all material respects with the Service Description.
4.2 We will use all reasonable endeavours to ensure that the Service is available to you at the times specified in the Service Description and that access to our Site is not interrupted by any event within our control. We will give you advance notice by email of any planned downtime which will be scheduled whenever possible outside Business Hours.
5. YOUR OBLIGATIONS
5.1 You and your Authorised Users will at all times use the Site in accordance with our Terms of Use which are deemed incorporated in these Conditions
5.2 You acknowledge that the Services are based on the laws of England and Wales. We shall not be liable for any costs charges or losses sustained or incurred by you should you use the Services in situations where the laws of England and Wales would not apply.
5.3 You will provide us in a timely manner with such information as we may request to enable us to provide the Services and will ensure that such information is true and accurate in all material respects. Without prejudice to the generality of this clause 5.3 where you subscribe for Services for which the Subscription Fee is determined by the number of employees engaged in your Business you will submit within 14 days of the date of the Email Confirmation a copy of your latest payroll list detailing those persons employed in your Business.
5.4 You will ensure that only Authorised Users access the Services and that they comply at all times with the terms of these Conditions.
5.5 You will not disclose to any parties any username, usercode or password used by you or your Authorised Users to access the Services.
5.6 You will provide us, our agents, subcontractors and employees access to any premises data or information necessary to enable us to provide the Services.
5.7 You will cooperate with us at all times in the provision of the Services.
5.8 You will pay the Subscription Fee in accordance with clause 7.
5.9 You will at all times comply with the terms of the Data Protection Act 1998.
5.10 The Services to which you subscribe may require you to take out an insurance policy with such insurance company as we may from time to time designate. Any insurance policy taken out pursuant to this clause 5.10 may be for a term less than your Subscription Period in which case you undertake at the end of the term of each insurance policy to renew with the current insurance provider or to take out such further insurance policy with such other insurance provider as we shall designate. The terms of any insurance policy taken out by you during your Subscription Period may vary. We give no guarantee or warranty that you will be accepted for any insurance policy offered by our designated insurance provider whether at the commencement of your subscription or upon any subsequent renewal of your insurance cover. If your policy becomes invalid or if you are refused insurance cover during the term of your Subscription, the costs of which would have been covered by the policy, will not be deemed included in your Subscription and you will be liable to meet any costs we may incur in providing you with such Services. You undertake to notify us immediately should you become aware of any circumstance giving rise to a breach of such policy or should you be refused insurance cover. You will indemnify us against any claims actions proceeding losses damages costs and expenses we incur should your policy become invalid at any time.
5.11 In providing the Services it may be necessary for us to refer you to one of our Panel Solicitors to advise you on a particular matter. You will be required to enter into a client retainer with such Panel Solicitor. Unless we otherwise specify or to the extent covered by any insurance policy you hold or are required to take out and maintain pursuant to this agreement, you will be responsible for settling the costs incurred by the Panel Solicitor. We will disclose any information regarding our relationship with the Panel Solicitor as we are required to disclose pursuant to Rule 9 of the Solicitors’ Code of Conduct. Should you wish to instruct your own solicitor (Non Panel Solicitor) on the matter concerned and not a Panel Solicitor, you will be responsible for entering into any client retainer with the Non Panel Solicitor and for settling any costs incurred by such Non Panel Solicitor. You will indemnify us against any claims actions proceedings losses damages costs and expenses we incur should you fail to comply with any of your obligations under this clause 5.11.
6. INTELLECTUAL PROPERTY
6.1 You acknowledge that we are the owner or the licencee of all Intellectual Property Rights in the Materials.
6.2 To enable you to use the Services we grant you a non-exclusive licence to use the Materials solely for the purpose of accessing and using the Services.
6.3 You shall be permitted to:-
(a) View, search, download, copy and print out the Materials and
(b) Make such revisions to the Materials so as to make them specific to the matter or circumstance you are dealing with at the time.
6.4 You undertake that any modifications you make to the Materials will be your original work and will not infringe the Intellectual Property Rights of any third party.
6.5 You shall not be permitted to use the Materials for any other purpose than is specified in this agreement and in particular but without limitation to the generality of this clause 6 you shall not use the Materials for any commercial purpose.
6.6 The licence granted under this clause 6 commences once you receive the Email Confirmation and subject to clause 10.2(c) ends:-
(a) If this agreement is terminated at the end of the Initial Subscription Period or thereafter in accordance with clause 3. Or
(b) If this agreement is terminated under clause 10.
6.7 We warrant that your use of the Services will not infringe the Intellectual Property Rights of any third party and agree to indemnify you against any losses costs or expenses you may incur as a result of any claim that the use by you of the Services in accordance with this agreement infringes the rights of any third party.
6.8 You will notify us immediately should you become aware of any infringement or suspected infringement of our Intellectual Property Rights or if any claim is made or threatened that our Intellectual Property Rights infringe the rights of any third party (IPR Claim). You will allow us to conduct all negotiations and proceedings and provide us with such assistance as we shall require in respect of an IPR Claim and will not make any admission or attempt to settle such claim without our consent.
6.9 You will indemnify us and hold us harmless against claims actions proceeding losses damages costs and expenses arising out of or in connection with your use of the Materials or Services which arise other than from your lawful use of the Materials or Services in accordance with this agreement.
7. SUBSCRIPTION FEES
7.1 In consideration of the provision of the Services you agree to pay the Subscription Fee. Payment will be due by credit or debit card upon subscribing for a Service.
7.2 The Subscription Fee shall be exclusive of VAT which shall be payable by you in addition to the Subscription Fee.
7.3 The Subscription Fee shall remain fixed during the Initial Subscription Period. The Subscription Fee shall be reviewed at the end of the Initial Subscription Period. We will contact you prior to the end of the Initial Subscription Period to discuss your service requirements. Where the Subscription Fee is based on the number of employees employed in your Business you will provide us with accurate and complete information regarding the number of employees employed in your Business at that time. We will then determine and notify you of the Subscription Fee then payable for the Services. Such Subscription Fee shall be fixed for the following 12 months period and shall thereafter be subject to annual review. Payment of revised Subscription Fees shall be made within 30 days of the date of our invoice.
7.4 Without prejudice to any other right or remedy that we may have if you fail to pay the Subscription Fee on the due date we may:-
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
7.5 Time for payment shall be of the essence of this agreement.
7.6 All sums payable to us under this agreement shall become due immediately on its termination, despite any other provision. This condition 7.6 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.
7.7 We may from time to time offer a credit facility for payment of the Subscription Fee and for which You will be required to enter into a credit agreement (Credit Agreement). Should you enter into a Credit Agreement you undertake to comply at all times with the terms of such Credit Agreement. If You fail to maintain any payments due under the Credit Agreement we may without prejudice to any other rights or remedy that we may have suspend all Services until all payments due have been paid.
8. CONFIDENTIALITY
8.1 Each party may be given access to Confidential Information from the other in order to perform its obligations under this agreement. Confidential Information shall not be deemed to include information that:-
(a) Is or becomes publicly known other than through an act or omission of the receiving party;
(b) Was in the other party’s lawful possession before the disclosure;
(c) Is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) Is required to be disclosed by the receiving party by law, by any court of competent jurisdiction or by any regulatory or administrative body.
8.2 Each party shall keep the other party’s Confidential Information in confidence and unless required by law shall not make such Confidential Information available to any third party or use the same for any purpose other than in the implementation of this agreement.
8.3 Notwithstanding the provisions of clause 8.2 we may disclose information to such of our officers employees consultants subcontractors Panel Solicitors and Non Panel Solicitors who may from time to time be engaged in the provision of the Services. We will inform such parties that the information disclosed is confidential and will procure that such parties comply with the terms of clause 8.2.
9. LIMITATION OF LIABILITY - YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION
9.1 This condition 9 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) any breach of this agreement;
(b) any use made by you of the Services, the Materials or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement .
9.2 Whilst we use our best endeavours to ensure that the Services are at all times provided in a professional manner and in accordance with best practice you acknowledge and accept that-
(a) It is for you to decide whether to accept and implement any advice or recommendations put forward by us.
(b) the Materials are not intended to be a definitive statement of the law nor to constitute advice in a specific situation. Save where specific advice has been provided by Us it is for You to decide whether any Material is relevant or appropriate for the specific circumstance/matter You are dealing with.
(c) Materials may include some archived materials which may be incorrect or out of date.
9.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.
9.4 We shall not be liable for any costs charges or losses sustained or incurred by you arising from any failure on your part to follow in whole or any part of any advice or instructions given by us in the provision of the Services.
9.5 If our performance of our obligations under this agreement is prevented or delayed by any act or omission on your part or that of your agents, sub-contractors or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay.
9.6 Nothing in these Conditions limits or excludes our liability:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us; or
(c) where it would be unlawful to do so.
9.7 Subject to condition 9.6:
(a) we shall not be liable, whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation or otherwise for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of contract; or
(vi) loss of use; or
(vii) loss of corruption of data or information; or
(viii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to the lesser of the Subscription Fees paid or £1,000,000.00.
10. TERMINATION
10.1 Without prejudice to any other rights or remedies which we may have, we may terminate this agreement without liability to you immediately on giving notice to your if:
(a) you commit a material breach of any of the terms of this agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing of the breach; or
(b) you fail to pay any sums due and payable under the Credit Agreement; or
(c) an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in respect of you; or
(d) an order is made for the appointment of an administrator to manage your affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
(e) a receiver is appointed of any of the your assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager, or if any other person takes possession of or sells your assets; or
(f) you make any arrangement or composition with your creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(g) you cease to trade; or
(h) you take or suffer any similar or analogous action in any jurisdiction in consequence of debt.
10.2 On termination of this agreement for any reason:
(a) You shall immediately pay:-
(i) If the agreement is terminated during the Initial Subscription Period all sums outstanding at the time of termination together with the Subscription Fees that would have been paid had the agreement continued for the duration of the Initial Subscription Period; or
(ii) If the agreement is terminated after the expiry of the Initial Subscription Period all sums due and payable at the time of termination together with the Subscription Fees that would have been payable if the agreement had been terminated by notice expiring on the next anniversary of end of the Initial Subscription Period in accordance with clause 3.
(b) You shall not be entitled to any refund of Subscription Fees paid.
(c) You shall cease to access the Services;
(d) You shall cease to use the Materials and shall delete any Materials stored in any magnetic or optical disc or memory and all matters derived from such sources which are in your possession and shall provide a statement to us that you have fully complied with this condition save that You shall be permitted to continue to use Materials and shall not be required to delete such Materials which at the date of termination have been incorporated into contractual or policy and procedures documentation produced using the Materials.
(e) The accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
11. FORCE MAJEURE
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by events outside our reasonable control (Force Majeure Event).
11.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) Strikes, lock-outs or other industrial action.
(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
(c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
(d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
(e) Impossibility of the use of public or private telecommunications networks.
(f) The acts, decrees, legislation, regulations or restrictions of any government.
11.3 Our performance under this agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this agreement may be performed despite the Force Majeure Event.
12. VARIATION
12.1 We have the right to revise and amend the Services and these Conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
13. WAIVER
13.1 If we fail, at any time during the term of this agreement, to insist upon strict performance of any of your obligations under this agreement or any of these Conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under this agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
13.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
13.3 No waiver by us of any of these Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13.
14. SEVERANCE
14.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
15. ASSIGNMENT
15.1 You shall not, without our prior written consent assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
15.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
16. NO PARTNERSHIP
Nothing in this agreement is intended to, or shall operate to, create a partnership between us.
17. RIGHTS OF THIRD PARTIES
This agreement is made for our benefit and (where applicable) our successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
18. NOTICES
All notices given by you to us must be given to Group Legal Limited at Ross House, Scott Harbour, Cardiff Bay, Cardiff CF10 4PJ. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 18. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
19. GOVERNING LAW AND JURISDICTION
19.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.