Last updated: 25 January 2024
Registered office address: 78 York Street, London, England, W1H 1DP
VAT number: 416 2260 28
1. About the use of the service
1.2 The purpose of the Service is to make it easier for businesses 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 Signed agreements or documents will not be deleted from the Service Provider's servers in the event that they are needed for evidence afterwards during a legal process or they are otherwise required to be retained by applicable laws. However, the Service Provider does not disclose any of the material prepared by a User for such a process without the Customer's permission or a legal obligation.
1.6 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.
1.8 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.
1.9.2 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;
1.9.3 use the Service, Documents Templates or other materials accessed via or associated with the Service for any illegal or immoral purpose;
1.9.4 export or re-export the Service or any copy or adaptation of the Service in violation of any applicable laws or regulations;
1.9.5 create data or executable programs which mimic data or functionality in the Service; or
1.9.6 use the Service to make any other services or program which is substantially similar to the Service.
2. Access rights and account information
2.2 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.
3.3 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.
4.6 If the Customer does not pay for its subscription on time, 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.
4.8 If payment is being made via an invoice, the invoice must be paid 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 their business.
5.8 Minor technical changes to contractual material and documentation on the Accounts are permitted for usability or security reasons.
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.
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:
7.1.2 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.
8.2. 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.
8.6 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.
8.7.1. 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.
8.7.1. 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
9.2 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.
Old versions of terms: