Terms of Use
Last updated: 19 October 2024
All users of the UK version of the Docue.com online service must read and accept these terms of use (“Terms of Use”) in their entirety. The Terms of Use constitute an agreement between business users (or individuals acting in a business capacity) (“Customers”) and the service provider, Docue Technologies UK Ltd (the “Service Provider”). These Terms also set out the terms on which the Service Provider allows the users authorised by such Customers (“Users”) to access and use the Service. The Customer shall ensure that its Users comply with these Terms of Use. The Customer shall remain fully liable to the Service Provider for all acts and omissions of any of its Users.
PLEASE READ THESE TERMS CAREFULLY. These Terms of Use tell the Customer (and Users) who the Service Provider is and other important information. They set out the rights and obligations of the Service Provider, the Customer, and the Users. Clause 8 of these Terms of Use also limits the Service Provider’s liability to the Customer, so the Customer should read it carefully.
By accessing or using the Service, the Customer is agreeing to these Terms of Use. If the Customer does not agree to these Terms of Use, then neither the Customer nor any representatives of the Customer (including Users) may access or use the Service.
Service Provider:
Registered office address: 78 York Street, London, England, W1H 1DP
VAT number: 416 2260 28
1. About the use of the service
1.1 These Terms of Use apply to any use of the UK version of the Docue.com web service ("Service"). If the Customer and the Service Provider have entered into a separate service agreement or the Customer has accepted a separate offer by the Service Provider that contains terms that deviate from these Terms of Use (“Bespoke Terms”), the Bespoke Terms shall prevail. These Terms of Use will supplement any such Bespoke Terms.
1.2 The purpose of the Service is to make it easier for businesses (or individuals acting in a business capacity) to create legal documents, store documents and sign agreements. Using the Service, Users can create agreements and other legal documents using document templates ("Document Templates") with associated model content and instructions. Users can also electronically sign documents that they have prepared with the Document Templates or uploaded to the Service and store these documents in an archive that is created for each Customer ("Account").
1.3 The technical steps for completing an agreement in the Service include registration as a Customer, use of the Document Templates and electronic signing of the documents. Instead of signing, a User can print the document created in the Service. In the Account, Users can administer both documents created with the Service's Document Templates and other documents saved in the Account. If the User has entered incorrect information in the Service when using the Document Templates, it is technically possible to correct documents that have not been completed.
1.4 The Service Provider does not have the right to review or edit contractual material or documentation, or associated signatures, on the Account without the Customer's permission or if required to do so by law.
1.5 The Customer and Users may not act in a way that causes the Service to stop working, overload, damage or deteriorate, or that otherwise causes damage to the Service Provider. The Customer and Users must also not influence any other Customer or User's use of the Service in a harmful way.
1.6 The Service's publicly available Document Templates, other contract material and documentation, instructions and other content are protected by copyright. The Service Provider owns all rights in the Document Templates and the Service. Users of the Service are granted limited access to the Service's content in return for payment by the Customer in accordance with clause 4 of these Terms of Use. It is strictly prohibited to make the Document Templates, other contract material and documentation, instructions or other content of the Service available to other third parties, except as is necessary to use the Service. Such prohibited activities include publishing the content on websites, in competing services, or in any other environment where multiple third parties have access to the content or its parts.
1.7 The Customer and Users are responsible for acquiring the network connection and equipment required to use the Service, as well as for all related maintenance and security costs. The Service Provider is not responsible for any failure to access or use the Service (or any part thereof) (or for any other interruption, error or fault in connection with the Service) due in whole or in part to technical issues with the Customers’ (or its Users’) networks, systems, or hardware, including the Customer (or its Users’) internet connection.
1.8 In all use of the Service, the Customer, and each User, undertake to comply with all applicable laws and good practice in addition to these Terms of Use. The Customer and Users must not:
1.8.1 sell, distribute, reproduce, transfer, publicly display, translate, modify, adapt, create derivative works from, deconstruct, reverse engineer, decompile or disassemble, rent, lease, loan, sub-license or otherwise deal in copies or reproductions of the Service to other parties in any way except as permitted by these Terms of Use;
1.8.2 remove, delete, obscure, disable, modify, add to, tamper with, or circumvent any program code or data, copyright, trademark, or other proprietary notices, labels or copy protection contained on or within the Service;
1.8.3 use the Service, Documents Templates or other materials accessed via or associated with the Service for any illegal or immoral purpose;
1.8.4 export or re-export the Service or any copy or adaptation of the Service in violation of any applicable laws or regulations;
1.8.5 create data or executable programs which mimic data or functionality in the Service; or
1.8.6 use the Service to make any other services or program which is substantially similar to the Service.
2. Access rights and account information
2.1 Subject to the Customer complying in full with these Terms of Use and paying all fees due to the Service Provider by the payment date, the Service Provider grants to the Customer, and any authorised Users, a non-exclusive, revocable, and non-transferable right, without the right to grant sublicences, to use the Service for its own business purposes only (including the preparation of documentation for or on behalf of its clients, if applicable). The Service is only intended to be used by business customers or individuals acting in a business capacity. By using the Service, the Customer confirms that it is a business, acting on behalf of a business or otherwise acting in a business capacity. The Service is not for consumers and shall not be used for purposes that are wholly or mainly outside the Customer's trade, business, craft or profession.
2.2 The Service Provider and its licensors own all intellectual property rights in the Service and all intellectual property rights arising out of or in connection with the Service (including without limitation all intellectual property rights in (and/or arising out of or in connection with) any usage data, suggestion, enhancement request, recommendation, correction or feedback).
2.3 When registering, the Customer must provide the payment information and each User and the Customer must provide registration information ("Account Information") needed to identify each User and choose a user-specific User ID (“User ID”) protected by a password for the purpose of using the Service.
2.4 The data provided by the Customer during registration must be their own, and the address and payment information must be accurate and up to date. The Customer is responsible for updating the information when it changes.
2.5 It is prohibited to disclose a personal User ID to another individual for use of the Service.
3. Security and processing of personal data
3.1 The Service Provider shall keep the Customer's personal data and the contractual and document materials on the Account confidential with comprehensive data security measures and confidentiality agreements. Access to the materials is limited to the Service Provider's own employees and those partners of the Service Provider who have an appropriate role in the maintenance and development of the Service.
3.2 Customers are registered on the Service Provider's customer register. Where the Service Provider is a controller of Customer personal data, it shall process it in accordance with the Service's privacy policy ("Privacy Policy"). Before using the Service, the Customer shall ensure that they have read and understood the Privacy Policy. The current Privacy Policy is available at https://docue.com/en-gb/privacy-policy.
3.3 User IDs and passwords are user-specific and must not be transferred or disclosed to any third party, nor handled carelessly or in a way that allows someone other than the User to access the Account. In the event that a password or User ID becomes known to a third party, or the User otherwise becomes aware of any unauthorised access or use of the Service, the User must immediately notify the Service Provider.
3.4 In certain subscriptions, the Customer who has opened an Account has the option of granting several individuals (each a User) access to the Account. The Customer can adjust the scope of the individual Users’ rights in the settings within the framework of the Service's technical conditions. The Customer is responsible for ensuring that the individuals granted access to the Account properly keep their User ID confidential.
3.5 For security reasons, the Service Provider has the right to require a User to change the password associated with their User ID at any time.
3.6 The Service Provider does not review and follow up contract signatures or material produced by Customers in their own contract and document database, as stated in clause 1.4. The Customer is responsible for ensuring that the Customer has the right to process the personal data and other information entered into the Service. The Customer is responsible for fulfilling the obligations under data protection laws regarding such data.
3.7 In relation to the personal data entered by the Customer (or Users) into their own document and signature repository, the Customer acts as the data controller and the Service Provider acts as the data processor on behalf of the Customer. The terms of the Service Provider’s data processing agreement ("DPA") apply to such processing. The current version of the DPA can be found here: https://docue.com/en-gb/data-processing-agreement.
4. Prices, payment and subscriptions
4.1 The Service includes both paid services and services that are free of charge. The Service's current price list is available at https://docue.com/en-gb/pricing ("Price List"). All fees listed are exclusive of value added tax ("VAT"), which shall be added at the appropriate rate.
4.2 The fee-based services are charged at the time the Customer signs up for a subscription and thereafter each time the subscription is renewed, unless otherwise agreed. Subscriptions are charged once a year or monthly, depending on the option selected by the Customer at registration. Where the Customer opts for an annual fee, it is charged at the beginning of the subscription period (and thereafter at the beginning of each renewed subscription period). Where the Customer opts for a monthly fee, the monthly fee is charged at the beginning of each calendar month within the subscription period. If the Customer fails to pay more than one monthly instalment on time and the delays are not insignificant, the Service Provider has the right to declare all remaining instalments due and payable immediately. Unless otherwise agreed, subscriptions must be paid annually.
4.3 If the Customer has entered its payment card details in the Account Information and no other payment method has been agreed upon, the Service Provider is entitled to charge the fees to that card payment. If the card payment is not successful, the Service Provider has the right to choose to invoice the Customer as an alternative payment method.
4.4 The Service Provider may offer an opportunity to test the use of the Document Templates or other fee-based packages in the Service free of charge or at a reduced price, according to the conditions specified in the specific offer. Unless otherwise stated in the offer, it is prohibited to use the benefit more than once, for example creating multiple separate accounts to technically avoid normal fees is considered abuse. Use of an offer more than once shall entitle the Service Provider to invoice the Customer for an annual subscription in accordance with the Price List or another special price list agreed in advance.
4.5 All subscriptions last for a minimum 12-month period, unless otherwise agreed by the Service Provider. A subscription is automatically renewed after each subscription period for another 12-month period or another specially agreed period, unless the Customer terminates the Service by cancelling auto-renewal in the Customer's Account settings, or the Service Provider announces otherwise before the end of the previous subscription period. The new subscription period will be charged in accordance with the then current Terms of Use and Price List. The process for notification of possible price changes to the Customer is outlined in clause 6.2.
4.6 If the Customer does not pay for its subscription on time, or, at any time, does not have a valid payment method entered into its Account, the Service Provider has the right to limit the Customer's access to the Service or prevent the Customer's (and its User’s) access to their Account.
4.7 For payment transactions (e.g. with credit card or online banking payments), the Service Provider may use an external payment service provider who collects fees from the Customer in accordance with the Price List and these Terms of Use and forwards them to the Service Provider. The Service Provider is responsible for these third-party service fees. The payment service provider used is usually Stripe Inc.
4.8 If payment is being made via an invoice, the invoice must be paid by the Customer within 30 of the date of the invoice.
5. Service content and maintenance
5.1 The Service is generally available 24 hours a day. However, the Service Provider has the right to temporarily disable all or parts of the Service due to maintenance, installation, modification, excessive system load or other similar reasons without liability to the Customer.
5.2 The Service Provider shall, to the extent that it is reasonable, endeavour to inform the Customer in advance of any interruptions in the Service that are relevant to the Customer, to the e-mail address or telephone number specified in the Account Information.
5.3 The Service Provider is not responsible for any loss or damage caused by SMS or e-mail messages sent from the Service failing to reach the recipient or if the delivered information deviates insignificantly in technical or visual details from the entered data.
5.4 The Service Provider is not responsible for other users of the Service having the legal capacity and authority to enter into agreements. The Service Provider also does not guarantee the identity of other users of the Service or the quality or other suitability of the agreements entered into by them.
5.5 The content of the Service has been prepared in accordance with English and Welsh law and established industry practice which enables Customers to draw up legally valid agreements and documents. However, the Customer is responsible for identifying the particularities of their own situation and the solutions and legal documents that best suit their particular needs or requirements. The Service Provider is not responsible for any content produced by the Customer or its Users or incorrect use of the Document Templates.
5.6 The Service Provider provides, as part of some of its service packages, access to lawyers, usually via chat or video calls. The purpose of the provision of lawyers as part of the Service is to guide Users in the completion of agreements and documents using the Document Templates. The Service Provider does not provide legal advice and the Service Provider and the User never enter into an lawyer-client relationship. The Service Provider also does not prepare or review documents on behalf of the Customer.
5.7 The Service Provider is not a law firm or a registered legal services provider under the UK Solicitors Regulation Authority (or any other regulator) and, as such, the Customer will not have the benefit of additional protections and increased liability limits. Customers should seek legal advice from a solicitor where failing to do so could be a risk to themselves or their business.
5.8 Minor technical changes to contractual material and documentation on the Accounts are permitted for usability or security reasons.
6. Validity of the terms of use and changes to the service and the price list
6.1 The Terms of Use are binding on the Service Provider and the Customer (and, to the extent applicable, its Users) from the time that the Service Provider gives the Customer access to the Service.
6.2
a) A Customer with a fee-based subscription period shall, upon renewal of its subscription, have the right to use the Service in the same way and with the same features as at the beginning of the latest subscription period, in accordance with the fees in the then current Price List. The Service Provider has the right to make changes to the Price List and the Service's features even during the current subscription period without this affecting the other terms of the customer relationship, provided that the changes are not material or clearly adverse to the Customer. Price changes that affect the Customer and larger than minor changes in the Service's features must be notified to the Customer to the e-mail address or telephone number specified in the Account Information no later than four (4) weeks before the changes come into force, if the changes are to the Customer's disadvantage.
b) A Customer with a free subscription period is not entitled to any set pricing or special features in the Service. However, charges that are later based on the Customer's current use of the Service or conversion of the Service to a fee-based service must be notified to the e-mail address or telephone number specified in the Account Information no later than four (4) weeks before the changes take effect.
c) For justified reasons, the Service Provider has the right to also make major changes to the Price List and the Service's features during the subscription period, but the Customer then has the right to cancel their subscription and get a refund for the proportion of the payments that relate to the remaining subscription period after the changes have been made, provided that the changes have a significant impact on the Customer's use of the Service.
6.3 The Service Provider reserves the right to update, change or replace any part of these Terms of Use at its sole discretion. For a Customer with a fee-based subscription period, the latest available version of these Terms of Use that was in effect at the time the Customer's latest subscription period began shall apply. When the subscription period is renewed, the Customer is deemed to have accepted the latest Terms of Use, unless the Customer terminates the Service or unless the Service Provider notifies otherwise. Customers with a free subscription period will always be subject to the most recent Terms of Use available in the Service, which the Customer accepts unless it terminates the Service.
6.4 The Service Provider has the right to revoke or deny access to the Service for a Customer or User who has not complied with the Terms of Use. The Customer will remain responsible for all fees during any such period of suspension.
6.5 The Terms of Use will no longer be binding on the Customer and the Service Provider at the end of the Customer's subscription period, provided that any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination which existed at or before the date of termination shall not be affected or prejudiced.
6.6 The Service Provider is released from its obligations under the Terms of Use, and shall have no liability to the Customer, for the period and to the extent that the failure to fulfil the contractual obligations is caused by a force majeure event. Such an event includes, for example, war, general transportation interruption, interruption or disruption of the energy supply, large-scale labour conflict, fire, exceptional natural phenomena or other corresponding and unusual reasons beyond the control of the Service Provider.
6.7 If any clause in these Terms of Use (or part of a clause) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part of it) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of these Terms of Use as soon as possible.
7. Termination
7.1. Without limiting its other rights or remedies, the Service Provider or the Customer may terminate any subscriptions with immediate effect by giving written notice to the other party if:
7.1.1 such other party commits a material breach of these Terms of Use and fails to remedy such breach within 30 days of receipt of notice in writing of such breach;
7.1.2 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up or bankruptcy of that other party other than solely for the solvent amalgamation of that other party with one or more companies or the solvent reconstruction of that other party;
7.1.3 a court order is issued or documents are filed with a court for the appointment of an administrator to manage the affairs, business, and/or property of such other party or notice of intention to appoint an administrator is given by such other party, its directors, or a relevant agent;
7.1.4 a receiver is appointed for any of such other party’s assets or performance, or if circumstances arise that entitle a court of competent jurisdiction or a creditor to appoint a receiver of such other party; or
7.1.5 such other party is or becomes insolvent (or bankrupt) or suffers any similar action in any jurisdiction.
7.2 Upon termination or expiration of a subscription for any reason:
7.2.1 the Customer (and all Users) shall cease operation, access and use of that subscription (and of all related materials and information);
7.2.2 the Customer shall immediately pay all of the outstanding fees and other amounts due to the Service Provider in respect of that subscription; and
7.2.3 the licences and rights granted to the Customer under (and/or in connection with) that subscription shall immediately terminate.
8. Liability
8.1 This Clause 8 shall survive expiration or termination of: these Terms of Use, any subscription(s) and any free trial(s).
8.2. The Customer agrees that the Service has not been developed to meet the Customer’s particular requirements, including any legal or regulatory requirements the Customer may have. The Customer is solely responsible for ensuring that the Service meets its requirements.
8.3. The Customer assumes sole responsibility for the results obtained from the use of the Service by (and/or on behalf of) the Customer (and/or by any User), and for conclusions drawn from such use. The Service Provider shall have no liability for any loss or damage caused by errors or omissions in the information provided by (and/or on behalf of) the Customer (and/or by any User) in connection with the Service, or caused by actions taken by the Service Provider at the Customer’s (and/or any User’s) direction.
8.4. The Service Provider provides all of the Service on an “as is” basis only and does not warrant that the Customer’s use of the Service will be uninterrupted or error-free. The Customer acknowledges and agrees that the existence of interruption(s) and/or error(s) in the Service shall not constitute a breach by the Service Provider of these Terms of Use.
8.5 All warranties, representations, conditions and all other terms implied by statute and/or common law are, to the fullest extent permitted by law, excluded from these Terms of Use.
8.6 The Service Provider does not exclude or limit any liability for:
8.6.1. death or personal injury arising from the Service Provider’s negligence; or
8.6.2. fraud or fraudulent misrepresentation; or
8.6.3. any other liability which it is unlawful or illegal to exclude under applicable law.
8.7. Subject to Clause 8.6, the Service Provider will not be liable to the Customer for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with these Terms of Use, including (but not limited to):
8.7.1. business interruption;
8.7.2. loss of anticipated savings;
8.7.3. loss of business opportunity, goodwill or reputation;
8.7.4. wasted expenditure;
8.7.5. loss of revenue or profit; or
8.7.6. any other unforeseeable losses arising out of unusual or special circumstances.
8.8. Subject to Clause 8.6, and other than the loss and damage set out in Clause 8.7 (for which the Service Provider is not liable), the Service Provider’s maximum total liability to the Customer arising under or in connection with these Terms of Use shall be limited to:
8.7.1. the fees paid by the Customer to the Service Provider (and received by the Service Provider in cleared funds) in the last 12 months immediately preceding the date on which the claim arose; or
8.7.2. where the Customer has not paid any fees to the Service Provider, £350 (three hundred and fifty pounds).
9 Other conditions
9.1 The Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The Customer and the Service Provider 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 the Terms of Use or their subject matter or formation (including non-contractual disputes or claims). The Customer shall not bring any action, proceeding or claim against the Service Provider (or any group company of the Service Provider) after the expiry of one year from the date on which the claim first arose.
9.2 The Service Provider is allowed to use the name and logo of its Customers during the paid subscription period as a customer reference without mentioning the customer's confidential information. The Customer has the right to refuse the use of the reference by notifying the Service Provider's customer service team in writing.
9.3 The Service Provider has the right, without the User's consent, to transfer or assign its rights and obligations under the Terms of Use to a third party so that the new service provider becomes a party. This may apply, for example, in a situation where the Service or part of it is transferred to another trader through acquisition.
9.4 These Terms of Use constitute the entire agreement between the Customer and the Service Provider and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
9.5 Save for any group company of Docue, who shall be entitled to enforce any provision of these Terms of Use, no person who is not a party to these Terms of Use shall have a right to enforce any term of these Terms of Use which expressly or by implication confers a benefit on that person.
9.6 Notices under these Terms of Use must be in writing (or email) and sent to the other party's address, as set out at the top of these Terms of Use for the Service Provider, and as provided for within the Account Information for the Customer. Letters sent in the United Kingdom will be deemed delivered 3 business days (excluding English public holidays), after sending. Emails will be deemed delivered the same day (or the next business day, if sent on a non-business day or after 5pm on any business day at the recipient's location).
Old versions of terms: