This is a legally binding agreement (referred to herein as “this Agreement”) between 360 Business Law Limited whose registered address is 39 Guildford Road, Lightwater, Surrey, GU18 5SA (“360 Law”, “we” or “us”) and the client organisation (referred to herein as “the Client” or “you”) to which we will be providing our services (each “a party” and together “the parties”) granting you the right to access and use the 360SmartReview service consisting of our AI Contract Review Service application known as “AiLa”, including any our Word Plugin and any Updates, Upgrades, patches, fixes or workarounds made available by us, and any data, media or documents associated with it and access to our Lawyer Quotation service providing Authorise Users with the ability to request quotations online from our global team of highly qualified lawyers (together, the “Subscribed Services”).
1. Definitions and Interpretation
1.1 In the Agreement:
Acceptable Use Policy: means the acceptable use policy accessible via the following link ACCEPTABLE USE POLICY .
Advice: means any legal advice, guidance, recommendations, opinions, information or documentation provided by a Lawyer to the Client, whether in written or oral form, including by electronic communication, in the course of providing Hourly Rate Services, but excluding any automated, AI-generated or software-based outputs provided as part of the Subscribed Services unless expressly confirmed in writing by a Lawyer as constituting legal advice;
Affiliates: means, in respect of either party, any entity that directly or indirectly controls, is controlled by or is under common control with that party within the meaning set out in s 1124 of the Corporation Tax Act 2010;
Authorised Users: means, in respect of the relevant Subscribed Service, the named users being employees, or contractors of the Client and/or Client Affiliates nominated by you to use that Subscribed Service in accordance with the terms of this Agreement;
Business Day: means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date: means the date on which you click to“I Agree” this Agreement;
Confidential Information: means as defined in Clause 20;
Client Data: means all data (in any form) that is provided to 360 Law or uploaded to any part of any Subscribed Service by the Client or by any Authorised User or any data that is generated as a result of the Client’s or any Authorised User’s use of its own data in the Subscribed Services (but excluding Feedback);
Client Systems: means all Client or third-party software and systems (other than Third Party Software) used by or on behalf of the Client or any of its direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt of any of the Services or that the Services otherwise link, inter-operate or interface with or utilise (in each case whether directly or indirectly);
Data Protection Addendum: means 360 Law’s data protection addendum accessible via the following link GDPR ADDENDUM.
Feedback: has the meaning given to it at clause 12.4;
Fees: means fees payable by the Client to 360 Law in consideration of the rights granted, and the provision of the Services provided to it, under this Agreement. The applicable Fees are those published from time to time accessible via the following link PRICING AND PAYMENT TERMS
Force Majeure: means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (other than the payment of the Fees), including any matters relating to transfer of data over public communications networks and/or any delays or problems associated with any such networks or with the internet;
Intellectual Property Rights: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;
Lawyer : means a qualified solicitor, barrister (including an unregistered barrister), or a lawyer qualified in a foreign jurisdiction, who has been engaged by 360 Law to provide legal services or Advice to the Client, whether as an employee, consultant or contractor, and who is acting within the scope of their qualification and professional competence in the relevant jurisdiction;
Payment Terms: means the terms and conditions accessible via the following link PRICING AND PAYMENT TERMS which sets out the conditions relating to payment by the Client for the Fees relating to the Services;
Permitted Purpose: means the internal business purpose of the Client save that such internal business purpose may not include use for the provision of outsourcing services or a service bureau or any other purpose prohibited in advance by 360 Law;
Permitted Usage Rights: means the number of Authorised Users across the permitted number of simultaneous devices for the Subscribed Services as set out in Clause 4.3;
Privacy Policy: means 360 Law’s privacy policy accessible at PRIVACY POLICY..
Relief Event: means any: (i) breach of this Agreement by the Client; (ii) negligence of the Client; (iii) other unlawful acts or omissions of the Client; or (iv) any event of Force Majeure;
Services:means the Subscribed Services and any support services provided in accordance with Clause 7.1;
Subscribed Service Specific Terms: means, in respect of each Subscribed Service, the specific additional or amended terms applying to the provision by us of the relevant Subscribed Service (as updated from time to time) which are available at SERVICES DESCRIPTION AND SUPPORT
Subscription Period: means the period set out under the relevant Subscribed Service Specific Terms;
Territory: means the United Kingdom.
Third Party Software: means any third-party software included within the Subscribed Services;
Update: means a software maintenance update, patch or bug-fix issued by 360 Law which does not constitute an Upgrade;
Upgrade: means a version or release of software issued by 360 Law intended to have new or improved functionality or designated by 360 Law as an upgrade;
VAT: means United Kingdom value added tax, any other tax imposed in substitution for, or addition to, it.
1.2 In this Agreement:
1.2.1 headings are included for convenience only and shall have no effect on interpretation;
1.2.2 a reference to a ‘party’ includes that party’s successors and permitted assigns;
1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.4 words in the singular include the plural and vice versa;
1.2.5 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.6 a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement.
1.3 Any obligation of 360 Law under this Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws within the Territory as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on 360 Law (or anyone acting on its behalf) or any part of the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).
2. Legal Documents
2.1 Each purchase made by you forms a separate agreement that incorporates the rights and obligations in this Agreement, as well as the rights and obligations in the Subscribed Service Specific Terms for the relevant Services, the Data Protection Addendum and any policies referred to in either this Agreement, the Subscribed Service Specific Terms or the Payment Terms themselves.
2.2 If there is any inconsistency in the rights and obligations set out in the Agreement and/or the documents referred to in them the following order of priority shall prevail (in descending order of priority):
2.2.1 the Payment Terms;
2.2.2 the Subscribed Service Specific Terms;
2.2.3 the Data Protection Addendum;
2.2.4 this Agreement.and
2.2.5 any policies referred to in this Agreement,
2.3 Subject to the order of precedence set out at Clause 2.2, later versions of the documents listed in that clause will take priority over earlier versions if there is any conflict or inconsistency between them.
3. System Requirements
3.1 The Subscribed Services may be accessed through the current version of any commercially available, standards-compliant web browser (including, by way of example, Google Chrome, Microsoft Edge, Safari and Mozilla Firefox). Access via obsolete or unsupported browsers, such as Internet Explorer, is not permitted.
3.2 Subject to your compliance with the terms of this Agreement and payment of the Fees in accordance with the Payment Terms, we hereby grant to you a limited, non-exclusive, non-transferable, non-sublicensable (other than as permitted under Clause 3.3) right to access and use the Subscribed Services for the Permitted Purpose only in the Territory and for the duration of the Subscription Period.
3.3 The rights granted under Clause 3.2 include a right for you to grant sub-licences to the Authorised Users (where necessary), subject to the terms of this Agreement, including without limitation those at Clause 5.
4. Limitations on use
4.1 Except as expressly permitted under this Agreement or by law, you shall not:
4.1.1 use, copy, modify, adapt, correct errors, or create derivative works from, the Subscribed Services;
4.1.2 decode, reverse engineer, disassemble, decompile or otherwise translate, or make alterations to the Subscribed Services, convert the Subscribed Services, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Subscribed Services, other than as expressly permitted under sections 50B and 296A of the Copyright Designs and Patents Act 1988 (and then only upon advance notice in writing to us);
4.1.3 assign, rent, transfer, provide or enable access, sub-licence, lease, resell, distribute, publish, broadcast, transmit, store, archive, display publicly to third parties, disclose or otherwise deal in or encumber the Subscribed Services (in each case, whether or not for charge);
4.1.4 remove or modify any copyright or similar notices, or any of 360 Law’s or any other person’s branding, that the Subscribed Services causes to be displayed when used;
4.1.5 access or use the Subscribed Services, or permit them to be accessed or used, by or on behalf of any third party;
4.1.6 interfere with any license key mechanism in the Subscribed Services or otherwise attempt to circumvent or interfere with any security features of the Subscribed Services or mechanisms intended to limit your use; or
4.2 Access and use of the Subscribed Services shall be limited to the Permitted Usage Rights only. Each Authorised User may access and use the Subscribed Services simultaneously on a maximum of one device owned or operated by him or her.
4.3 You shall not exceed the Permitted Usage Rights and acknowledge that you shall be required, without prejudice to any other rights or remedies to which we may be entitled, to pay us in accordance with the Payment Terms for any users accessing the Subscribed Services in excess of the Permitted Usage Rights.
4.4 You shall access and use the Subscribed Services at all times in accordance with any instructions or user guidance and all other terms of this Agreement.
4.5 You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Subscribed Services (including any use in excess of the Permitted Usage Rights).
5. Authorised Users
5.1 You shall ensure that only Authorised Users use the Subscribed Services, and that such use is at all times in accordance with this Agreement. You shall ensure that Authorised Users are, at all times while they have access to the Subscribed Services, the employees or contractors of the Client.
5.2 You shall ensure that the list of Authorised Users of the Subscribed Services remains accurate and up to date at all times. Any addition, removal or other change to that list must be reflected by amending the number and details of Authorised Users recorded with respect to the Subscribed Services promptly and, in any event, no later than five (5) Business Days after the change occurs.
5.3 You shall ensure that the number of Authorised Users for each Subscribed Service does not exceed the Permitted Usage Rights for the relevant Subscribed Service at any time. You may remove any individual or individuals as Authorised Users and replace such individual or individuals with another individuals in accordance with the terms of this Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.
5.4 You shall:
5.4.1 be liable for the acts and omissions of the Authorised Users as if they were your own;
5.4.2 only provide Authorised Users with access to the Services via an internet browser and shall not provide access to (or permit access by) anyone other than an Authorised User; and
5.4.3 procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under this Agreement.
5.5 comply at all times (and ensure compliance by all Authorised Users) with the Acceptable Use Policy and all other provisions of this Agreement.
5.6 Clauses 5.4 to 5.6 (inclusive) shall survive expiry or termination for any reason of this Agreement.
6. Indemnity
6.1 YOU SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS US FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, DATA PROTECTION LOSSES AS DEFINED IN THE DATA PROTECTION ADDENDUM, COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US, OUR AFFILIATES, OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND/OR EMPLOYEES AS A RESULT OF YOUR BREACH OF THIS AGREEMENT.
6.2 THIS CLAUSE 6 SHALL SURVIVE EXPIRY OR TERMINATION FOR ANY REASON OF THIS AGREEMENT.
7. Support
7.1 Subject to payment of the Fees in accordance with this Agreement, 360 Law shall provide support services for each Subscribed Service for the duration of the Subscription Period, to the extent and in the manner specified in the relevant Subscribed Service Specific Terms.
7.2 We shall use reasonable endeavours to notify you in advance of scheduled maintenance, but you acknowledge that you may receive no advance notification for downtime caused by Force Majeure or for emergency maintenance.
7.3 You acknowledge that the Services do not include:
7.3.1 any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by you in connection with use of the Services); or
7.3.2 data back up or disaster recovery facilities (and you shall ensure at all times that you maintain backups of all Client Data) according to your requirements.
8. Changes to Services and Terms
8.1 We may at our absolute discretion make available updated versions (“New Versions”) of the documents referred to in Clause 2.1 or other documents referred to in this Agreement (excluding in each case the Pricing and Payment Terms) from time to time. New Versions will replace the preceding version of the same document(s) for the purposes of this Agreement effective thirty (30) Business Days after they are published on 360 Law’s platform (or at such later date as we may specify). .
8.2 You acknowledge that, subject to the provisions of this clause, we are entitled to modify the features and functionality of the Services and may also establish new limitations on the Subscribed Services (or any part), including to the volume of data which may be used, stored or transmitted in connection with the Subscribed Service, access to application programming interfaces and changes to data retention periods. Changes that we introduce under this clause shall be introduced via aNew Versionand any modification shall not materially adversely affect the use of the relevant Subscribed Service(s) by our customers generally.
8.3 In the event that any New Version or change to the Services has a material adverse impact on you, you may by notice elect to terminate this Agreement provided you exercise such right on not less than ten (10) Business Days prior written notice. In the event of such termination you will be entitled to receive a refund of Fees paid in advance for any impacted Subscribed Services in respect of any remaining Subscription Period, in accordance with the Payment Terms.
9. Records and Audit
9.1 During the Subscription Period and for seven (7) years thereafter, you shall maintain accurate and complete records of the Client’s and its Authorised Users’ access and usage of the Subscribed Services including:
9.1.1 the number and identity of Authorised Users.
9.2 You shall allow and procure for 360 Law (and any authorised representatives of 360 Law) access to audit (and take copies of) the relevant records of the Client and the Authorised Users, to the extent necessary to verify that the access and use of the Subscribed Services is (or, as the case may be, was) in accordance with this Agreement.
9.3 Unless otherwise agreed in writing, the inspections and audits referred to in clause 9.2 shall be undertaken:
9.3.1 during your normal business hours on Business Days;
9.3.2 subject to the provision by us of a minimum of five (5) Business Days’ notice; and
9.3.3 not more than twice in any calendar year.
9.4 You shall, at your own cost, provide all reasonable assistance and co-operation to us in conducting any inspection or audit undertaken under this Clause 9. We will comply with your reasonable directions to minimise disruption to your business and to safeguard the confidentiality of the Client Data.
9.5 At 360 Law’s request from time to time the Client shall promptly (and in any event within two (2) Business Days of such request) provide 360 Law with copies of the records referred to in Clause 9.1.
9.6 360 Law may monitor, collect, store and use information on the use and performance of the Services (including Client Data) to detect threats or errors to the Services and/or 360 Law’s operations and for the purposes of the further development and improvement of 360 Law’s services, provided that such activities at all times comply with the Privacy Policy and Data Protection Addendum.
10. Warranty
10.1 We warrant that:
10.1.1 each Subscribed Service will operate materially in accordance with its description (SERVICE DESCRIPTION AND SUPPORT TERMS) when used in accordance with this Agreement under normal use during the Subscription Period; and
10.1.2 we will provide each of the Services with reasonable care and skill.
10.2 If we install any Update or Upgrade of the Subscribed Services under this Agreement, such Update or Upgrade will be covered under the warranty at clause 10.1.
10.3 If there is a breach of the warranty in Clause 10.1, provided that you notify us in writing within five (5) Business Days of the date you ought reasonably have become aware of the breach, we will, at our option:
10.3.1 use reasonable endeavours to rectify the breach within a reasonable time; or
10.3.2 terminate this Agreement in which case you will be entitled to a refund pursuant to the Payment Terms.
10.4 The warranty in Clause 10.1 is subject to the limitations and exclusions set out in Clause 14. In addition, the warranty shall not apply to the extent that any error in the Subscribed Services arises as a result of:
10.4.1 incorrect access or use of the Subscribed Services by the Client or any Authorised User;
10.4.3 modification or alteration of the Subscribed Services without our written consent;
10.4.4 access or use of the Subscribed Services with other software or on equipment with which it is incompatible;
10.4.5 attempted repair, rectification or maintenance by any person other than 360 Law or a third party authorised by 360 Law; or
10.4.6 any Relief Event.
10.5 You acknowledge that we do not give any term, warranty, condition or representation and do not agree any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to:
10.5.1 the Subscribed Services meeting the Client’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;
10.5.2 the Subscribed Services operating in a manner which is uninterrupted or free from minor errors or defects; or
10.5.3 the Subscribed Services being compatible with any software other than the Third Party Software or with any particular hardware.
10.6 Subject to Clause 14.5, Clauses 10.3 and 12.6 set out the Client’s sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of Clause 10.1 or for any other error or defect in, defective performance or inability to use the Subscribed Services or any part of them.
10.7 Other than as set out in this Clause 10, and subject to Clause 14.5, all warranties, conditions, terms, undertakings or obligations on the part of 360 Law whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
11. Your Responsibilities
You shall (and shall ensure all Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
12. Intellectual Property Rights
12.1 You acknowledge that all Intellectual Property Rights in the Services are owned by or licensed to 360 Law, that the right to access and use the Subscribed Services is licensed (not sold) to the Client and that the Client shall have no other rights other than those granted under this Agreement. For the avoidance of doubt, the Client shall have no right to access the Subscribed Services in source code form. To the extent that the Client, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in any part of the Services, the Client shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to 360 Law or such third party as 360 Law may elect. The Client shall execute all such documents and do such things as 360 Law may consider necessary to give effect to this Clause 12.1.
12.2 The parties acknowledge that the Client and Authorised Users may wish to store or transmit Client Data using one or more Subscribed Services and that the Subscribed Services may interact with Client Systems. Accordingly, the Client hereby grants a royalty-free, non-transferable, non-exclusive licence for 360 Law (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Client Data and Client Systems to the extent reasonably necessary to provide the Services or to exercise or perform 360 Law’s rights, remedies and obligations under this Agreement.
12.3 To the extent Third Party Software is made available to or used by or on behalf of the Client or any Authorised User in connection with the use or provision of any Subscribed Service, such use of Third Party Software shall be subject to the applicable use terms of the vendor of such Third Party Software.
12.4 360 Law may use any feedback and suggestions for improvement relating to the Services (“Feedback”) provided by the Client or any Authorised User without charge or limitation. The Client hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to 360 Law at the time such Feedback is first provided to 360 Law.
12.5 The Client hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to 360 Law under this Agreement.
12.6 If the 360 Law has reason to believe that a third-party claim may be (or if such a claim has been) brought by any third party alleging that the Subscribed Services infringe any Intellectual Property Rights of a third party (an“IPR Claim”), 360 Law may at its sole option and expense, and the Client shall permit 360 Law to:
12.6.1 obtain the right for the Client to continue to use the Subscribed Services; or
12.6.2 modify or replace the Subscribed Services to avoid infringement or alleged infringement without causing a material adverse impact to the Subscribed Services.
12.7 If we are unable to achieve either of the outcomes described in Clause 12.6 having used reasonable endeavours, we may terminate this Agreement and you will be entitled to a refund of Fees paid in advance for any impacted Subscribed Services in respect of any remaining Subscription Period, in accordance with the provisions of the Payment Terms.
12.8 Subject to Clause 14.5, this Clause 12 sets out the Client’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IPR Claim.
12.9 This Clause 12 shall survive the expiry or termination for any reason of this Agreement.
13. Relief
To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
14. Limitation of Liability
14.1 THE EXTENT OF 360 LAW’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT OR IN ANY OTHER WAY AND WHETHER OR NOT CAUSED BY NEGLIGENCE OR MISREPRESENTATION) SHALL BE AS SET OUT IN THIS CLAUSE 14.
14.2 SUBJECT TO CLAUSES 14.3 AND 14.5, 360 LAW’S TOTAL AGGREGATE LIABILITY HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:
14.2.1 AN AMOUNT EQUAL TO THE FEES PAID TO 360 LAW BY THE CLIENT IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT FIRST GIVING RISE TO ANY CLAIM UNDER THIS AGREEMENT; OR
14.2.2 AN AMOUNT EQUAL TO 12 TIMES THE FEES DUE OR PAID TO 360 LAW FOR THE FIRST MONTH OF THE SUBSCRIPTION PERIOD.
14.3 SUBJECT TO CLAUSE 14.5, 360 LAW SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT OR SPECIAL LOSSES.
14.4 SUBJECT TO CLAUSE 14.5, 360 LAW SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING (WHETHER DIRECT OR INDIRECT):
14.4.1 LOSS OF PROFIT;
14.4.2 LOSS OF REVENUE;
14.4.3 LOSS OR CORRUPTION OF DATA;
14.4.4 LOSS OR CORRUPTION OF SOFTWARE OR SYSTEMS;
14.4.5 LOSS OR DAMAGE TO EQUIPMENT;
14.4.6 LOSS OF USE;
14.4.7 LOSS OF PRODUCTION;
14.4.8 LOSS OF CONTRACT;
14.4.9 LOSS OF COMMERCIAL OPPORTUNITY;
14.4.10 LOSS OF SAVINGS, DISCOUNT OR REBATE (WHETHER ACTUAL OR ANTICIPATED);
14.4.11 HARM TO REPUTATION OR LOSS OF GOODWILL;
14.4.12 LOSS OF BUSINESS; AND
14.4.13 WASTED EXPENDITURE.
14.5 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, 360 LAW’S LIABILITY SHALL NOT BE LIMITED IN ANY WAY IN RESPECT OF THE FOLLOWING:
14.5.1 DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;
14.5.2 FRAUD OR FRAUDULENT MISREPRESENTATION; OR
14.5.3 ANY OTHER LOSSES WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
14.6 THIS CLAUSE 14 SHALL SURVIVE THE EXPIRY OR TERMINATION FOR ANY REASON OF THIS AGREEMENT.
15. Suspension
15.1 We may suspend access to the Services (or any part) to all or some of the Authorised Users if:
15.1.1 we reasonably suspect that there has been any misuse of the Services or material breach of this Agreement;
15.1.2 you fail to pay any sums due to us by the due date for payment; or
15.1.3 required by law, a court of competent jurisdiction or a governmental or regulatory order.
15.2 Where the reason for the suspension is suspected misuse of the Services or material breach of this Agreement, without prejudice to our rights under Clause 16, we will take steps to investigate the issue and within fourteen (14) Business Days notify you in writing of the outcome of the investigation and either restore the Services or exercise our right to terminate this Agreement in accordance with Clause 16.
15.3 In relation to suspensions under clause 15.1.2, access to the Services will be restored promptly after we receive payment in full and cleared funds.
15.4 Fees shall remain payable during any period of suspension notwithstanding that you or some or all of the Authorised Users may not have had access to the Services, however in cases where the investigation pursuant to Clause 15.2 determines that you were not in breach, you shall be entitled to a refund of any Fees paid in advance in respect of the period of suspension.
16. Term and Termination
16.1 This Agreement shall come into force on the Commencement Date and, unless terminated earlier in accordance with its terms, shall continue until there are no longer any Subscribed Service Specific Terms in force, after which it shall automatically expire.
16.2 360 Law may terminate this Agreement or the provision of any of the Services for convenience on not less than thirty (30) days’ prior written notice to the Client, in which case you will be entitled to receive a refund of Fees paid in advance for any impacted Subscribed Services in respect of any remaining Subscription Period, in accordance with the Payment Terms.
16.3 We may terminate this Agreement at any time by giving you notice in writing if:
16.3.1 you commit a material breach of the Agreement, and such breach is not remediable;
16.3.2 you commit a material breach of this Agreement which is not remedied within ten (10) Business Days of receiving written notice of such breach; or
16.3.3 we, determine, pursuant to the investigation carried out pursuant to clause 15.2 misuse of the Services or a material breach of the Agreement by you.
16.4 Any breach by you of the Acceptable Use Policy or of Clause 4 shall be deemed a material breach of this Agreement which is not remediable.
17. Consequences of Termination
17.1 On termination or expiry of the Agreement (for any reason):
17.1.1 the licences and rights granted by us shall immediately terminate and you shall (and, if applicable, shall procure that each Authorised User shall) immediately stop accessing and using the Subscribed Services;
17.1.2 we may delete or suspend access to any accounts that you hold with us and any Authorised User accounts;
17.1.3 you shall not be entitled to a refund or other payment, except as otherwise stated in this Agreement or the relevant Payment Terms; and
17.1.4 Client Data will be treated in accordance with clause 18.6.
17.2 You shall be responsible for backing up your data regularly and extracting it from the Subscribed Services prior to the termination or expiry of this Agreement. We shall not be obliged to provide you with any assistance in extracting or recovering data whether during or after the Subscription Period.
17.3 Termination or expiry of this Agreement shall not affect any rights and liabilities accrued by either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by necessary implication intended to continue in effect beyond termination.
18. Client Data
18.1 Client Data shall at all times remain the property of the Client or its licensors.
18.2 Except to the extent 360 Law has direct obligations under applicable data protection laws and/or the Data Protection Addendum, the Client acknowledges that 360 Law has no control over any Client Data hosted as part of the provision of the Services and shall not actively monitor or have access to the Client Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Client Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
18.3 If 360 Law has a reasonable belief that any Client Data does not comply with the Acceptable Use Policy360 Law shall have the right to (in respect only of that part of Client Data which is not compliant, where it is possible to isolate this) to:
18.3.1 permanently delete or otherwise remove the relevant Client Data from the Services;
18.3.2 suspend access to the relevant Client Data from the Services in accordance with clause 15; and/or
18.3.3 disclose Client Data to law enforcement authorities (in each case without any requirement to consult the Client).
Where reasonably practicable and lawful 360 Law shall notify the Client before taking such action.
18.4 Except as otherwise expressly agreed in this Agreement or required by Applicable Law, 360 Law shall not be obliged to provide the Client with any assistance in extracting, transferring or recovering any data (including Client Data) whether during or after the Subscription Period. The Client acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Client Data, including as necessary to ensure the continuation of the Client’s business. The Client shall, without limitation, ensure that it backs up (or procures the back up of) all Client Data regularly (in accordance with its and its Authorised User’s needs) and extracts it from each Subscribed Service prior to the termination or expiry of this Agreement or the cessation or suspension of any of the Services where it has received notice from 360 Law of the same.
18.5 360 Law routinely undertakes regular backups of the Subscribed Services (which may include Client Data) for its own business continuity purposes. The Client acknowledges that such steps do not in any way make 360 Law responsible for ensuring the Client Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, 360 Law shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Client Data.
18.6 Unless otherwise set out in the Payment Terms, the Subscribed Service Specific Terms or subsequently agreed by the parties in writing, the Client hereby instructs that 360 Law shall within sixty (60) days of the end of the provision of the Services (or any part) in the course of which Client Data was processed, securely dispose of such Client Data (and all existing copies of it) except to the extent that any applicable laws of the United Kingdom (or a part of the United Kingdom) require 360 Law to retain such Client Data. 360 Law shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Client Data undertaken in accordance with this Agreement.
19. Confidentiality and Security of Client Data
360 Law shall maintain the confidentiality of the Client Data in accordance with Clause 20 and shall not without the prior written consent of the Client use, copy or disclose the Client Data other than as necessary for the performance of the Subscribed Services or in accordance with its express rights and obligations under this Agreement or the Data Protection Addendum.
20. Confidential Information
20.1 Each party (the “Receiving Party”) shall:
20.1.1 keep confidential any information that is specified by the other party (the “Disclosing Party”) as being confidential or which would in the normal course of business be considered to be confidential in nature (“Confidential Information”) concerning the other party and/or its Affiliates (including without limitation any details of its business, affairs, customers, clients, 360 Law’s plans or strategy) which is provided or made available by the Disclosing Party to the Receiving Party under or in connection with this Agreement; and
20.1.2 not use, or disclose to any person, the other party’s Confidential Information, except as permitted by clause 20.2;
20.2 The Receiving Party may:
20.2.1 subject to Clause 20.4, disclose any Confidential Information to any of its employees, officers, representatives, subcontractors or advisers(“Representatives”)who need to know the same for the purposes of performing any of its obligations under this Agreement, provided that the Receiving Party must ensure that each Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this Clause 20 as if it were the Receiving Party;
20.2.2 disclose any Confidential Information as may be required by law, or by order of any court, governmental, regulatory or supervisory authority (including any securities exchange), in each case of competent jurisdiction; and
20.2.3 subject to clause 20.4, use Confidential Information only to the extent reasonably necessary to perform its obligations under this Agreement.
20.3 Each party recognises that any breach or threatened breach of this Clause 20 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
20.4 To the extent that any Confidential Information is personal data within the meaning of applicable data protection laws, such Confidential Information may be disclosed or otherwise processed only to the extent that such disclosure or use does not conflict with Data Protection Addendum.
20.5 The obligations under this Clause 20 and Clause 19 above shall survive the variation, expiry or termination for any reason of this Agreement for a period of five years thereafter.
21. Hourly Rate Legal Services
21.1 Where the Client requests legal advice or legal services that fall outside the scope of the Subscribed Services, such services may be provided on an hourly rate basis (“Hourly Rate Services”). Hourly Rate Services consist solely of legal advice, guidance, documentation or related professional services provided by a suitably qualified lawyer engaged by 360 Law (each a “Lawyer”).
21.1.1 Hourly Rate Services are provided independently of, and separately from, the licence to access and use the Subscribed Services and do not form part of the licensed software or AI functionality made available under this Agreement.
21.2 Hourly Rate Services shall only commence once instructions have been accepted by 360 Law and, where applicable, recorded within its case management system. The Client acknowledges and agrees that:
a) all Hourly Rate Services are provided to the Client only and for its benefit alone;
b) the duty of care owed by 360 Law is owed exclusively to the Client and to no third party; and
c) advice provided must not be relied upon by any other person or for any other purpose without the prior written consent of 360 Law.
21.2.1 360 Law may refuse, suspend or cease providing Hourly Rate Services where it has reasonable grounds to do so, including (without limitation) for non-payment of fees, conflicts of interest, regulatory obligations, or inappropriate conduct by the Client.
21.3 All Hourly Rate Services shall be provided with reasonable care and skill, in accordance with the standard reasonably expected of experienced lawyers providing services of a similar nature, scope and complexity, having regard to the laws and professional rules of the jurisdiction in which the relevant Lawyer is qualified and from which the Advice is provided.
21.3.1 The Client acknowledges that:
a) advice is provided based on the information supplied by the Client;
b) 360 Law is not responsible for verifying the accuracy or completeness of Client information unless expressly agreed in writing; and
c) 360 Law has no obligation to update advice following delivery unless separately instructed to do so.
21.4 Services charged on an hourly basis will be billed at the applicable hourly rates notified to the Client from time to time through the Lawyer Quotation Service. Fees will be calculated in accordance with the estimate provided by the relevant Lawyer via the portal and may be based on the time reasonably spent on the matter. This may include, without limitation, time spent on correspondence, drafting, reviewing documents, negotiations, and administrative tasks directly connected with the engagement.
21.4.1 Where a Client accepts a quotation submitted by a Lawyer by selecting the “ Accept” option on the relevant quotation, the Client will be directed to the payment gateway and must pay the quoted fee in advance of any work being commenced. An invoice will be made available for download through the portal once payment has been received.
21.5 The Client may terminate instructions for Hourly Rate Services at any time by written notice to the relevant Lawyer and copying support@360businesslaw.com. 360 Law shall be entitled to invoice for all work undertaken and disbursements incurred up to the effective date of termination.
21.5.1 360 Law may cease acting for the Client on reasonable notice and for good cause, including (without limitation) non-payment, breach of this Agreement, regulatory obligations, or loss of professional confidence.
21.5.2 Termination of Hourly Rate Services shall not affect any accrued rights which by their nature are intended to survive termination.
21.6 Hourly Rate Services are subject to the limitation of liability provisions set out in this Agreement. For the avoidance of doubt:
a) 360 Law shall not be liable for any loss arising from matters outside the scope of the specific instructions given;
b) no liability is accepted for changes in law or interpretation occurring after advice has been delivered; and
c) nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud, or any liability which cannot lawfully be excluded under English law.
21.7 Hourly Rate Services may include the provision of non-reserved legal activities by lawyers practising in an unregulated capacity. Where services constitute reserved legal activities, these shall only be provided by an appropriately authorised and regulated entity and under separate terms where required by law.
21.7.1 The Client acknowledges that Hourly Rate Services are professional services and not part of the licensed software, AI functionality, or automated outputs made available under this Agreement.
22. Entire Agreement
22.1 This Agreement constitutes the entire agreement between the parties and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
22.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
22.3 Nothing in the Agreement shall limit or exclude any liability for fraud.
22.4 The Service Descriptions may me amended at anytime by 360 Law, without notification to the Client.
23. Notices
23.1 Any notice or other communication given by a party under the Agreement shall be:
23.1.1 in writing and in English;
23.1.2 signed by, or on behalf of, the party giving it (except for notices sent by email); and
23.1.3 where sent to 360 Law, sent to the address set out in the ‘contact us’ details on 360 Law ‘s website at Contact – 360 Business Law;
23.1.4 where sent to the Client, sent to the address provided to us by you when you registered for an account on the Subscribed Services.
23.2 Notices may be given, and are deemed received:
23.2.1 by hand: on receipt of a signature at the time of delivery;
23.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
23.2.3 by Royal Mail International Signed post: at 9.00 am on the fith Business Day after posting; and
23.2.4 by email: on receipt of a read receipt email from the correct address.
23.3 This clause does not apply to notices given in legal proceedings or arbitration.
24. Variation
Except where provided for in Clause 8, no variation of this Agreement shall be valid or effective unless it is in writing and is duly signed or executed by, or on behalf of, each party.
25. Assignment and sub-contracting
25.1 We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of 360 Law’s rights or obligations under this Agreement, provided that we give you prior written notice.
25.2 Except as expressly permitted by this Agreement, you shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without 360 Law’s prior written consent.
26.No Set off
Each party shall pay all sums that it owes to the other party under the Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
27. No partnership or agency
The parties are independent contractors and are not partners or principal and agent and this Agreement does not establish any joint venture, partnership, agency, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
28. Severance
28.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
28.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
29. Waiver
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
30. Compliance with law
30.1 The Client shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform its obligations under or in connection with this Agreement.
30.2 Without prejudice to the generality of Clause 29.1, the Client shall comply with all applicable laws, rules, and regulations governing export that apply to the Services and the Client Data (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services or the Client Data (or any part) to, or access or use the Services or the Client Data (or any part) in, any country for which an export licence or other approval is required, without first obtaining such licence or other approval. Without prejudice to 360 Law’s obligations under the Data Protection Addendum, the Client shall be solely responsible for ensuring its access, importation or use of the Services and the Client Data in or into any part of the Territory or elsewhere complies with all export laws.
31. Third party rights
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
32. Authority
Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and grant to the other the rights (if any) contemplated in the Agreement and to perform its obligations under this Agreement.
33. Governing law and jurisdiction
33.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
33.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).