LegalOffice Terms of Use
Welcome to LegalOffice, Legal-E’s online practice management service designed especially for New Zealand law firms. These Terms of Use explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.
These Terms are binding on any use of LegalOffice and apply to You from the time that Legal-E provides You with access to LegalOffice.
The LegalOffice Service will evolve over time based on user feedback. Legal-E reserves the right to change these terms at any time, effective upon the publishing of the modified terms and Legal-E will make every effort to communicate these changes to You via email or notification via the Website. It is Your obligation to ensure that You have read, understood and agree to the most recent terms.
By using LegalOffice you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using LegalOffice. You are deemed to have agreed to these Terms on behalf of any entity for whom you use LegalOffice.
DEFINITIONS
- Agreement means these Terms of Use
- Access Fee means the monthly fee (excluding any taxes) payable by You in accordance with the fee schedule set out in this Agreement (which Legal-E may change from time to time upon notice to You).
- Confidential Information includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
- Data means any data inputted by You or with Your authority into the Website.
- Delivery Date means the date You begin using the LegalOffice service.
- Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
- Invited User means any person or entity, other than the Subscriber, that uses the LegalOffice service with the authorisation of the Subscriber from time to time.
- LegalOffice means the online business services made available (as may be changed or updated from time to time by Legal-E) via the Website.
- Normal Business Hours means 9am to 5pm Monday to Friday NZST, excluding public holidays.
- Software means the computer programs designated on the Signature Page of this agreement or any addendum to this Agreement, consisting of a set of instructions or statements in object code or machine- readable medium together with any associated materials and documentation and any Software Updates.
- Software Updates means enhancements and new versions of the Software released by the Supplier after the commencement of this agreement. Updates do not include new modules or software which provides new or additional functionality unless they are enhancements to existing modules or are replacement modules designed to operate with new technology. Updates also do not include third-party software such as “Operating Systems”, “Database Management Systems”, and other third-party products with which the Software has been written to operate.
- Subscriber means the person who registers to use LegalOffice, and, where the context permits, includes any entity on whose behalf that person registers to use LegalOffice.
- Supplier means Legal-E Limited.
- Support Services means services supplied relating to the Software to be performed by the Supplier under this agreement.
- You means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
- Website means the Internet site at the domain www.legal-e.co.nz or any other site operated by Legal-E.
USE OF SOFTWARE
2.1.1 Legal-E grants You the right to access and use LegalOffice via the Website with the particular applications available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws;
2.1.2 The Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has.
2.1.3 The Subscriber is responsible for all Invited Users’ use of LegalOffice.
2.1.4 The Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be.
2.1.5 If there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
2.1.6 The Subscriber may not use LegalOffice for commercial time-sharing, rental or service bureau use without prior written agreement from the Supplier.
YOUR OBLIGATIONS
3.1.1 An invoice for the Access Fee will be issued each month starting one month from the Delivery Date. All invoices will include the Access Fee for the preceding period one month of use. Legal-E will continue
invoicing You monthly until this Agreement is terminated in accordance with clause 9.1.1
3.1.2 All LegalOffice invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
3.1.3 You must only use LegalOffice and the Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Legal-E or condition posted on the Website. You may use LegalOffice and the Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
3.1.4 You must ensure that all usernames and passwords required to access LegalOffice are kept secure and confidential. You must immediately notify Legal-E of any unauthorised use of Your passwords or any other breach of security and Legal-E will reset Your password and You must take all other actions that Legal-E reasonably deems necessary to maintain or enhance the security of the LegalOffice service and networks and Your access to LegalOffice.
3.1.5 You must not attempt to undermine the security or integrity of the LegalOffice service or networks or, where the LegalOffice service are hosted by a third party, that third party’s computing systems and networks.
3.1.6 You must not use, or misuse, the LegalOffice Service in any way which may impair the functionality of the LegalOffice service or Website, or other systems used to deliver the LegalOffice service or impair the ability of any other user to use the LegalOffice service or Website.
3.1.7 You must not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the LegalOffice service are hosted.
3.1.8 You must not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use)
3.1.9 You must not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the LegalOffice service or to operate the Website except as is strictly necessary to use either of them for normal operation.
3.2.0 If You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the LegalOffice service, including (but not limited to) offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the LegalOffice service or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
3.2.1 When You make any communication on the Website, You represent that You are permitted to make such communication. Legal-E is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the LegalOffice service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Legal-E does reserve the right to remove any communication at any time in its sole discretion.
3.2.2 You indemnify Legal-E against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Legal-E, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
CONFIDENTIALITY AND PRIVACY
4.1.1 Unless the relevant party has the prior written consent of the other or unless required to do so by law each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
4.1.2 Each party’s obligations under this clause will survive termination of these Terms.
4.1.3 The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which is or becomes public knowledge other than by a breach of this clause, is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure, is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party or is independently developed without access to the Confidential Information.
INTELLECTUAL PROPERTY
5.1.1 Title to, and all Intellectual Property Rights in the LegalOffice service, the Website and any documentation relating to the LegalOffice service remain the property of Legal-E (or its licensors).
5.1.2 Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the LegalOffice Access Fee when due. You grant LegalOffice a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the LegalOffice service and for any other purpose related to provision of services to You.
5.1.3 Legal-E adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Legal-E expressly excludes liability for any loss of Data no matter how caused.
5.1.4 If You enable third-party applications for use in conjunction with the LegalOffice service, You acknowledge that Legal-E may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the LegalOffice service. Legal-E shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
WARRANTIES AND ACKNOWLEDGEMENTS
6.1.1 You warrant that where You have registered to use LegalOffice on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use LegalOffice You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
6.1.2 You acknowledge that You are authorised to use the LegalOffice service and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use LegalOffice. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the LegalOffice service (whether that information and Data is Your own or that of anyone else).
6.1.3 You acknowledge that Legal-E has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the LegalOffice service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) You acknowledge that You are responsible for ensuring that You have the right to do so.
6.1.4 You acknowledge that You are responsible for authorising any person who is given access to information or Data, and you agree that Legal-E has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
6.1.5 You will indemnify Legal-E against any claims or loss relating to Legal-E’s refusal to provide any person access to Your information or Data in accordance with these Terms, Legal-E’s making available information or Data to any person with Your authorisation.
6.1.6 The provision of, access to, and use of, the LegalOffice service is on an “as is ” basis and at Your own risk.
6.1.7 Legal-E does not warrant that the use of LegalOffice will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing LegalOffice, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the LegalOffice service. Legal-E is not in any way responsible for any such interference or prevention of Your access or use of the LegalOffice service.
6.1.8 Legal-E is not Your accountant and use of the LegalOffice service does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
6.1.9 It is Your sole responsibility to determine that the LegalOffice service meet the needs of Your business and are suitable for the purposes for which they are used.
6.2.0 You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
6.2.1 Legal-E gives no warranty about the LegalOffice service. Without limiting the foregoing, Legal-E does not warrant that the LegalOffice service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
6.2.2 You warrant and represent that You are acquiring the right to access and use the LegalOffice service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the LegalOffice service, the Website or these Terms.
6.2.3 The Supplier warrants that it is the sole owner of the LegalOffice Software and the LegalOffice Software does not infringe the industrial or intellectual property rights of any person.
6.2.4 The Supplier warrants that all third party software accessed from the LegalOffice service by the Subscriber is legally licenced.
6.2.5 The Supplier warrants the Software will operate on computer equipment and in conjunction with computer operating and networking software specified on the Signature page or any addendum thereto.
6.2.6 The Supplier warrants that from the Delivery Date the Software, unless modified by the Licensee, will perform the functions described in the associated documentation when operated in conjunction with computer equipment and an operating system approved by the Supplier. If notified during the warranty period that the Software does not perform the functions described in the associated documentation the Supplier will within a reasonable time and at its option and expense a) make the Software operate as warranted by providing a correction, or b) replace the Software with a functionally equivalent program as determined by the Supplier.
6.2.7 Your sole remedy for breach of a warranty in this clause shall be to terminate this agreement and receive an immediate and full refund of all or any access fees paid in the previous 12 months and thereafter neither party shall have any claim against the other for damages interest or otherwise.
SUPPORT SERVICES
7.1.1 The Supplier will provide the Subscriber with Support Services at the support option level elected by the Subscriber and specified on the Signature Page or any addendum thereto, from the date of this Agreement until terminated by either party
7.1.2 The Time and Materials support option makes available Software support that will be provided to the Subscriber by the Supplier in a timely manner and be charged at the Supplier’s standard rate for support.
LIMITATION OF LIABILITY
8.1.1 To the maximum extent permitted by law, Legal-E excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, LegalOffice or the Website.
8.1.2 If You suffer loss or damage as a result of Legal-E’s negligence or failure to comply with these Terms, any claim by You against LegalOffice arising from Legal-E’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
8.1.3 If You are not satisfied with LegalOffice, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 9.1.1
8.1.4 The Supplier will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused, which may be suffered or incurred or which may arise directly or indirectly in respect of the LegalOffice service or the Support Services, even if the Supplier had been advised of the possibility of such damages or loss, and whether such claim is made in contract, negligence or under any other legal claim
8.1.5 Any claim for damages under this agreement must be notified to the Supplier within ninety days of the cause of action arising
TERMINATION
9.1.1 These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1.1 At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
9.1.2 If You breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.1.1 or any payment of Access Fees that are more than 30 days overdue); You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction Legal-E may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the LegalOffice service and the Website;
- Suspend for any definite or indefinite period of time, Your use of the LegalOffice service and the Website;
- Suspend or terminate access to all or any Data.
9.1.3 If payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined under clause 3.1.1) is not made in full by the relevant due date, LegalOffice may suspend or terminate Your use of LegalOffice, the authority for all or any of Your Organisations to use LegalOffice, or Your rights of access to all or any Data.
9.1.4 Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
i. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
ii. Immediately cease to use the LegalOffice service and the Website.
FORCE MAJURE
10.1.1 Neither party will be liable for any delay or failure to perform its obligations under this agreement if such failure or delay is due to an event or events over which that party could not reasonably have exercised control
ASSIGNMENT
11.1.1 You may not assign or transfer any rights to any other person without Legal-E’s prior written consent.
WAIVER
12.1.1 No right under this agreement shall be deemed to be waived except by notice in writing signed by each party. A waiver by either party in any instance will not prejudice its rights in respect of any subsequent breach of this agreement by the other party
ENTIRE AGREEMENT
13.1.1 Except as provided in the following clause, this agreement constitutes the entire agreement between the parties for the subject matter referred to herein. Any prior arrangements, agreements, representations or undertakings are superseded. No modification or alteration of any clause of this agreement will be valid except in writing signed by each party
EXTENSION OF AGREEMENT
14.1.1 The terms of this agreement shall include any addendum to this agreement signed by both parties. Terms defined in this agreement, shall have the same meaning in any addendum to this agreement and in any Support Schedule notified to You by the Supplier from time to time.