Terms of Use

Terms of Use

Last updated: 21 June 2023

These terms and conditions (“Terms”) set out the terms on which Docue Technologies UK Ltd (“Docue”, “our”, “us” or “we”) allows businesses (each a “Customer”, “you”, or “your”) to access and use the documents, information, products and services made available through our website Docue.com (“Services”). These Terms also set out the terms on which Docue allows the users authorised by such Customers (“Users”) to access and use the Services. The Customer shall ensure that its Users comply with these Terms. The Customer shall remain fully liable to Docue for all acts and omissions of any of its Users.

PLEASE READ THESE TERMS CAREFULLY. These Terms tell you who we are and other important information. They set out the rights and obligations of Docue, the Customer, and the Users. Clause 14 of these Terms also limits our liability to you. So we strongly recommend that the Customer reads Clause 14 of these Terms very carefully.

By accessing or using our Services, you are agreeing to these Terms. If the Customer does not agree to these Terms, then neither the Customer nor any representatives of the Customer may access or use our Services.

Who we are:

Docue Technologies UK Ltd

78 York Street, London, W1H 1DP

Company No. 13949138

support@docue.com

www.docue.com

VAT number: 416 2260 28

1. Introduction

1.1. These Terms cover your access and use of the Services available on our website, including some that are available free of charge, and others that are only available when you purchase a paid subscription (“Subscription”). There is a binding agreement between Docue and the Customer under these Terms.

1.2. Please note that we reserve the right to update, change or replace any part of these Terms in our sole discretion and, in respect of Services provided free of charge, such updates will apply with effect from the date of the change to the Terms. The Terms applicable to each Subscription will be those in force at the time you purchased the Subscription or at the date at which your Subscription has most recently renewed (whichever is later).

1.3. If the Customer and Docue have entered into separate negotiated terms for any Subscription (“Bespoke Terms”), and those Bespoke Terms in any way conflict with (or are inconsistent with) these Terms, then the Bespoke Terms will prevail over these Terms.

1.4. We will collect some personal data about Users when you access our website for any of the Services and when you purchase any Subscription. We are the controller for this personal data (controller is defined below under our clause 11 on Data Protection). For information regarding how we process personal data where we are a controller, please see our Privacy Policy here.

2. About our Services

2.1. Some of our Services include providing templates of agreements, policies, notices, statements, certificates, letters, resolutions and other legal documents (“Template Documents”). Our goal is to ensure that all of the Template Documents are accurate, complete and up to date.

2.2. Our Services may provide a source of information in relation to Template Documents, however, our Services are not a substitute for taking (and do not constitute) legal advice. Where you use our Services, we are not responsible for:

2.2.1. ensuring that any Template Document (or other guidance and information provided as part of the Services) is suitable for your particular needs or requirements;

2.2.2. ensuring that any Template Document is properly executed in accordance with (or is compliant with) applicable laws and regulations;

2.2.3. any loss or damage in connection with your use of Template Documents (or your use of other guidance and information provided as part of the Services);

2.2.4. any failure by you (or anyone else) to enter into an agreement in connection with your use of Template Documents (or in connection with your use of other guidance and information provided as part of the Services); or

2.2.5. your incorrect use of the Template Documents (or your incorrect use of other guidance and information provided as part of the Services).

2.3. We may provide additional guidance and information as part of your use of the Template Documents and the Services. Such guidance and information is for information purposes only and does not constitute legal advice. We are not responsible, and do not accept any liability, for any action you take based on such guidance and information.

2.4. We are not a registered legal services provider under the UK Solicitors Regulation Authority (or any other regulator) and, as such, you will not have the benefit of additional protections and increased liability limits. We encourage you to seek legal advice from a solicitor where failing to do so could be a risk to your business.

3. Using our Services

3.1. Subject to you complying in full with these Terms, and provided that you have either registered for a Free Trial in accordance with Clause 8 or purchased and paid in full for a Subscription, we grant to you a non-exclusive, revocable, and non-transferable right, without the right to grant sublicences, to use the Services for your own internal business purposes only (including the preparation of documentation for or on behalf of your clients), in accordance with the applicable scope of use, duration and restrictions (“Applicable Restrictions”). Where you have registered for a Free Trial the Applicable Restrictions shall be those applicable to that Free Trial. Where you have purchased a Subscription the Applicable Restrictions shall be those applicable to that Subscription.

3.2. Our Services are only intended to be used by businesses. By using our Services, you confirm that you are a business.

3.3. Each User will require an internet connection (and a suitable electronic device) which they must procure at their own or the Customer’s expense, to use and access the Services. Where a User accesses or uses our Services through an internet browser, it is your responsibility to ensure that the internet browser used is up to date. You must notify us immediately in writing if:

3.3.1 you know of or suspect there has been any unauthorised access of or use of the Services; or

3.3.2 you are aware of or suspect that your network or systems have been compromised (including any attack on your network or systems such as a denial of service attack or ransomware).

3.4. Where we reasonably suspect that any of the events in Clause 3.3 have occurred, we may suspend access to the Services (or any part thereof), without any liability to the Customer, until we are satisfied that there is no risk of:

3.4.1. the Services being accessed by an unauthorised person; and

3.4.2. our own network or systems being compromised,

The Customer will remain responsible for all Fees during any and all periods of suspension of access to the Services (or any part thereof).

4. User Accounts

4.1 The administration User for a Customer (“Admin User”):

4.1.1. must provide to Docue (or arrange the provision of) all User information requested through the Subscription Sign Up Process, the Free Trial Sign Up Process, or further requested by Docue in connection with the Services (“User Information”);

4.1.2. must follow the requested steps within the Services platform to arrange for a separate user account (“Account”) registered with a password-protected User ID (“User ID”) to be set-up for each User; and

4.1.3 agrees that they are authorised to enter into these Terms on behalf of the Customer and that they are the authorised signatory of the Customer.

4.2. The Customer must ensure that:

4.2.1 all the User Information provided by the Admin User (or otherwise) to Docue within the Services platform is accurate and up to date; and

4.2.2 the Admin User promptly updates the User Information within the Services platform to reflect any changes to the User Information.

4.3 All Users must keep their User Information and User ID details (and the related passwords) confidential and secure. Sharing of a User ID (or the related passwords) by a User with another individual is prohibited and will be considered a material breach of these Terms. The Customer (and each User) shall ensure that all codes, usernames, log in details, and passwords associated with each Account (“Log In Details”) are kept confidential and secure. The Customer shall inform Docue immediately in writing if Customer becomes aware that any Log In Detail has become known to an unauthorised party.

4.4 In relation to the Users, the Customer undertakes and agrees that:

4.4.1. the maximum number of Users that the Customer authorises to access and/or use a Subscription or Free Trial shall not exceed the maximum quantity of Users applicable to that Subscription or Free Trial (as specified within the Price List for that Subscription or Free Trial). Without prejudice to Docue’s other rights or remedies, in the event that the Customer’s (and/or Users’) access to and/or use of a Subscription or Free Trial exceeds the maximum quantity of Users applicable to that Subscription or Free Trial, Docue shall be entitled to bill the Customer’s Payment Card for the additional Fees applicable to such excess access and/or use. In the event that the Payment Card cannot be billed successfully for the Fees which are due, Docue shall be entitled to invoice the Customer for the applicable Fees and Customer shall pay each invoice within 7 days after the date of such invoice;

4.4.2 it will not allow or suffer any User ID or Account to be used by more than one individual User (and, accordingly, shall not allow an individual User’s password(s) relating to their access to and/or use of the Services to be shared with any other individual) unless it has been reassigned in its entirety to another individual User, in which case the Customer shall ensure that the prior User shall no longer have any right to access or use the applicable User ID or Account; and

4.4.3. it shall permit Docue to audit the Customer’s (and/or Users’) access to and/or use of the Services from time to time in order to determine whether or not the Customer has complied with these Terms.

5. Our intellectual property rights

5.1. This Clause 5 shall survive expiration or termination of: these Terms, any Subscription(s), and any Free Trial(s).

5.2. Docue and its licensors own all intellectual property rights in the Services and all intellectual property rights arising out of or in connection with the Services (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).

5.3. Other than the right granted in Clause 3.1, these Terms do not grant the Customer (or any User) any rights or licences in connection with the Services, the Template Documents or any other materials or information made available through access to or use of the Services.

5.4. Subject to Clause 5.2, you retain ownership of all rights in the information you provide to us and all information you input into the Template Documents (“Customer Data”), but you grant us a royalty free, irrevocable, non-exclusive, and worldwide licence to use, sublicence, and distribute any Customer Data for the purposes of maintaining, delivering and developing our Services (and for the purposes of fulfilling any of our obligations under these Terms or enforcing any of our rights under these Terms).

5.5. You acknowledge and agree that we are permitted to use the trade name of the Customer and any logo or trademark of the Customer for the purposes of providing advertising on our website and on our other marketing materials.

5.6. Unless otherwise expressly agreed in writing by Docue, the Services do not include any professional services, such as implementation services or training in how to use the Services.

6. Service restrictions

6.1. You must not:

6.1.1 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 Services to other parties in any way except as permitted by these Terms;

6.1.2 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 Services;

6.1.3. exploit the Services (or any part of the Services) or any of our related literature or information, for any commercial purpose;

6.1.4 use the Services, Template Documents or other materials accessed via or associated with the Services for any illegal or immoral purpose;

6.1.5. export or re-export the Services or any copy or adaptation of the Services in violation of any applicable laws or regulations;

6.1.6. create data or executable programs which mimic data or functionality in the Services; or

6.1.7. use the Services to make any other services or program which is substantially similar to the Services.

6.2. You agree not to perform any security testing on the Services unless agreed with us in writing in advance.

6.3. You do not have permission and are not permitted to access the Services in source code form.

6.4. In the event of any failure(s) by the Customer (and/or any User) to comply with these Terms, and without prejudice to Docue’s other rights or remedies, Docue may suspend provision of the Services (or any part thereof) to the Customer (and/or suspend performance of other Docue obligations under these Terms) until such default is rectified by the Customer to the satisfaction of Docue (“Suspension”). The Customer will remain responsible for all Fees during any and all periods of Suspension.

7. Prices and payment

7.1. The current price list setting the fees for our Subscriptions (“Fees”) is available on our UK website here: https://docue.com/en-gb/pricing ("Price List"). However, the Fees for certain bespoke Subscriptions (such as our “Custom” or “Enterprise” Subscriptions) shall not be expressly defined within the Price List and shall instead be set out within a separate written Docue order form entered into by the Customer. The Customer shall pay the Fees to Docue for the Subscription(s) annually in advance in accordance with this Clause 7. The Fees applicable to each Subscription (in respect of the Initial Term and each Renewal Period) must be paid annually in advance by the Customer to Docue on or before the commencement of the applicable Initial Term or Renewal Period.

7.2. All Fees shown in the Price List (and all other fees or amounts which are otherwise due and payable to Docue in connection with these Terms and/or the Services):

7.2.1. shall be payable in pounds sterling;

7.2.2. are non-cancellable and non-refundable; and

7.2.3. are exclusive of value added tax, which shall be added at the appropriate rate.

7.3 The Customer will be provided with access to the Services included in the Subscription purchased by the Customer after the Fees for the Initial Term or next Renewal Period of that Subscription have been paid in full by the Customer to Docue and have been received (in cleared funds) by Docue.

7.4. If payment of any Fees is not received by us when due, we reserve the right to suspend all or some of your access to the Services (or any part thereof) until we have received payment of the Fees in full. The Customer will remain responsible for all Fees during any and all periods of suspension of access to the Services (or any part thereof).

7.5. The Customer shall pay all Fees (and all other fees or amounts which are otherwise due and payable to Docue in connection with these Terms and/or the Services) in full without any deduction, set off or withholding.

7.6. As part of the Subscription Sign-Up Process, the Customer must, on the Subscription Effective Date, provide to Docue valid, up-to-date and complete credit card or debit card details acceptable to Docue (“Payment Card”) and any other relevant valid, up-to-date and complete contact and billing details. The Customer hereby authorises Docue to bill such Payment Card:

7.6.1. on (or after) the Subscription Effective Date for the Fees payable in respect of the Initial Term; and

7.6.2 on (or after) each anniversary of the Subscription Effective Date for the Fees payable in respect of the next Renewal Period.

7.7. The Customer shall pay all Fees by credit card or debit card unless otherwise agreed in writing and in advance by us. The Customer authorises Docue to automatically collect credit card or debit card payments from the Customer’s Payment Card with respect to any Fees, in accordance with this Clause 7. However, if the Payment Card cannot be billed successfully for the Fees which are due, we reserve the right to invoice the Customer for the Fees which are due (and each such invoice issued by Docue to the Customer must be paid in full by the Customer to Docue immediately upon the Customer’s receipt of such invoice).

7.8. For payment transactions regarding the Customer’s payments to Docue, we may use external payment service providers to process these payments. The main payment service provider we may use is Stripe Inc. (“Stripe”). Stripe have their own separate terms of service (“Stripe Terms of Service”) which can be found here (and which govern your agreement with Stripe regarding payments you make to Docue which are processed via Stripe (“Stripe Agreement”)). We are not responsible to you or Stripe for any dispute in connection with the Stripe Agreement, and so please read the Stripe Terms of Service carefully before making any commitment to make any payments to Docue.

8. Free Trials

8.1. From time to time, we may make certain parts of the Services available in connection with a “Free Trial” (or similar) (“Free Trial”). For the purposes of this Clause 8, “Free Trial Effective Date” means the date upon which the Customer registers for the Free Trial by completing the Free Trial sign-up process via app.docue.com/signup (as amended or extended by Docue from time to time) (“Free Trial Sign-Up Process”), including without limitation: providing relevant Customer information to Docue and following the prompts set out by Docue within the Free Trial Sign-Up Process.

8.2. Unless otherwise agreed by us in writing, where the Customer uses a Free Trial:

8.2.1 subject to you complying in full with these Terms, we grant to you a non-exclusive, revocable, and non-transferable right, without the right to grant sublicences, to use the Services available under the Free Trial from and including the Free Trial Effective Date for your own internal business purposes only (including the preparation of documentation for or on behalf of your clients), in accordance with the entitlements, scope of use and restrictions applicable to the Free Trial.

8.3. Unless otherwise agreed by us in writing, the Customer must:

8.3.1. only sign up and register for one singular Free Trial on one singular occasion on the Free Trial Effective Date. This means the Customer must not sign up for (or otherwise make use of) more than one Free Trial and must not sign up or register for further Free Trials after the Free Trial Effective Date; and

8.3.2. comply with any other additional terms and conditions we make available to the Customer in connection with a Free Trial.

8.4. Where the Customer fails to comply with any of the terms of this Clause 8, we will consider this a material breach of these Terms and we may:

8.4.1 immediately terminate the Customer’s (and its Users’) access to the Services (or any part thereof); and

8.4.2. charge the Customer the applicable Fees set out in our Price List for any Services equivalent to a Subscription (or part thereof) which were accessed by the Customer in connection with any Free Trial(s).

8.5. We are not obliged to offer or provide any Free Trial, and where we do so, we reserve the right to amend, withdraw and end such Free Trial at any time without notice. We may also introduce additional terms to any Free Trial as and when we deem necessary (by updating the Price List, updating these Terms, updating our website, or by otherwise notifying the Customer).

9. Subscription content

9.1. We are not responsible for any failure to access or use the Services (or any part thereof) (or for any other interruption, error or fault in connection with the Services) due in whole or in part to technical issues with your (or your Users’) networks, systems, or hardware, including your (or your Users’) internet connection.

9.2. You agree that we may make changes to the features, content, services, scope of use, restrictions and entitlements applicable to the Subscriptions (“Features”) for the purposes of fixing any security issues or updating the Services.

9.3 The current list of Features applicable to each Subscription is set out in the Price List. However, the list of Features applicable to certain bespoke Subscriptions (such as our “Custom” or “Enterprise” Subscriptions) shall not be expressly defined within the Price List and shall instead be set out within a separate written Docue order form entered into by the Customer.

10 Warranties

10.1. This Clause 10 shall survive expiration or termination of: these Terms, any Subscription(s), and any Free Trial(s).

10.2. We provide all of the Services on an “as is” basis only, and we do not warrant that:

10.2.1. your use of the Services will be uninterrupted or error-free. The Customer acknowledges and agrees that the existence of interruption(s) and/or error(s) in the Services shall not constitute a breach by Docue of these Terms; or

10.2.2. the Services will meet your requirements.

10.3 We warrant and agree that:

10.3.1. we have and will maintain all necessary licences, consents, and permissions necessary to provide the Services to you under these Terms; and

10.3.2. we will comply with all applicable laws and regulations with respect to our obligations under these Terms.

10.4. 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.

11. Data Protection

11.1. The following definitions apply in this Data Protection clause:

“controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “process”, “processing”, “appropriate technical and organisational measures” and “supervisory authority” shall have the meanings given to them in the Data Protection Laws.

Customer Personal Data: the personal data processed by Docue on the Customer’s behalf as set out in the table below.

Data Protection Laws: means:

(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which a party is subject, which relates to the protection of personal data.

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679).

UK GDPR: has the meaning given to it in the Data Protection Act 2018.

Customer Personal Data

Scope, nature and purpose of the processing

We will process personal data on behalf of the Customer when a User customises the Template Documents to include personal data, uses the e-signature feature of the Services, or uses the document storage feature of the Services to store any document(s) which contain personal data.

Categories of data subject

Staff and representatives of the Customer, and staff and representatives of third parties that the Customer enters into agreements with (or prepares draft agreements in relation to), or whose details are included in any other final or draft business documentation of the Customer.

Categories of personal data

Personal data provided by or on behalf of the Customer, for insertion into the Template Documents, when using the e-signature feature of the Services, or when using the document storage feature of the Services. This could include individuals’ names, email addresses, phone numbers, work positions, employment contract details (such as hours worked, working location), location and the signature of the individual.

Duration of processing

For the duration which we provide any Services, Subscription(s) or Free Trial(s) to the Customer under these Terms and throughout the period that we provide any further storage of Customer documents or data.

Data protection roles and relationship

11.2. The parties acknowledge that:

11.2.1. The Customer is the controller in respect of the Customer Personal Data and where we process Customer Personal Data on the Customer’s behalf, we are a processor in respect of that Customer Personal Data;

11.2.2. The Customer shall have sole responsibility for the legality, integrity, and accuracy of Customer Personal Data. Customer shall ensure that it has all necessary consents and notices in place to enable lawful transfer of Customer Personal Data to Docue for the duration and purposes of these Terms, any Subscription(s), and any Free Trial(s) so that Docue may lawfully collect and process Customer Personal Data in accordance with these Terms; and

11.2.3. we are the controller in respect of personal data provided by you, where this personal data is not covered by the definition of Customer Personal Data (e.g. User Information).

Data Controller Obligations

11.3. Each party shall, where it acts as a controller:

11.3.1. maintain records which indicate how that party processes personal data under its responsibility. These records will contain at least the minimum information required by the Data Protection Laws;

11.3.2. ensure that it has provided all necessary notices to data subjects; and

11.3.3. ensure that, it has established a legal basis under the Data Protection Laws for transferring the personal data to the other party and where necessary, has obtained and recorded all necessary consents.

Data Processor Obligations

11.4. To the extent that we process Customer Personal Data on behalf of the Customer, we shall:

11.4.1. process that Customer Personal Data only on the Customer’s documented instructions, which shall be to process the Customer Personal Data to the extent necessary to maintain, deliver and develop our Services (and to fulfil any of our obligations under these Terms or enforce any of our rights under these Terms), unless we are otherwise required to process the Customer Personal Data by applicable laws under clause 11.7;

11.4.2. implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, having regard to the state of technological development and the cost of implementing any measures;

11.4.3. ensure that any personnel engaged and authorised by us to process Customer Personal Data are obliged to keep it confidential;

11.4.4. not transfer any Customer Personal Data to any destination which is outside of both the European Economic Area and the United Kingdom unless the Customer or Docue has provided appropriate safeguards in relation to the transfer;

11.4.5. assist the Customer where reasonably possible (taking into account the nature of the processing and the information available to us), and at the Customer’s cost and written request, to the extent necessary to ensure compliance with its obligations under the applicable Data Protection Laws with respect to data subject requests, security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

11.4.6. notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data; and

11.4.7 maintain records to demonstrate our compliance with this clause 11.4. The Customer may request access to the records kept under this Clause 11.4.7 by submitting a written request for such access to Docue. The Customer shall only be entitled to make one request per year and such access shall be limited to Docue’s provision of such records electronically. Docue shall respond to each such request as soon as is reasonably practicable.

11.5. You acknowledge and agree that:

11.5.1. you can delete the Customer Personal Data held by us at any time, by deleting any of the relevant documents held in any Account during your use of the Services; and

11.5.2. unless you have instructed us otherwise, we will hold documents (which may contain Customer Personal Data) in each Account free of charge for two years following termination of any Free Trial or Subscription, to ensure that you are able to access this information (“Storage Service”). After this two year period, we may continue to provide the Storage Service, or may delete the documents (which may contain Customer Personal Data) at any time.

11.6. Where you are no longer able to delete Customer Personal Data held by us (for example, where the Customer no longer has access to the Services), and you request in writing that we delete specific documents which contain Customer Personal Data, we will comply with your request.

11.7. Where we are relying on applicable laws as the basis for processing Customer Personal Data under clause 11.4.1, we shall use reasonable efforts to notify the Customer of this before performing the processing required by the applicable laws unless those applicable laws prohibit us from so notifying the Customer.

11.8. The Customer hereby provides its prior, general authorisation for us to appoint sub-processors to process the Customer Personal Data, provided that we:

11.8.1. shall ensure that the terms on which we appoint such sub-processors are consistent with the obligations imposed on us as a processor in this Clause 11;

11.8.2. shall remain responsible for the acts and omissions of any such sub-processor as if they were the acts and omissions of us; and

11.8.3. shall inform the Customer of any intended material changes concerning the addition or replacement of the sub-processors; giving you the opportunity to object to such changes. Our current list of sub-processors is available upon request.

11.9. The Customer hereby provides its prior, general authorisation for us to transfer Customer Personal Data to destinations outside of the United Kingdom and/or outside of the European Economic Area as required for the purposes of performance of these Terms, provided that Docue shall ensure that all such transfers are effected in accordance with Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Docue, including any request to enter into standard data protection clauses adopted by the European Union Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).

12 Confidentiality

12.1. This Clause 12 shall survive expiration or termination of: these Terms, any Subscription(s), and any Free Trial(s).

12.2. “Confidential Information” means proprietary or confidential information that is labelled or identified as such by the party to whom it belongs (“Disclosing Party”) or that reasonably ought to be regarded as confidential, including, but not limited to, financial, business, or technical information, inventions, or processes, and all other information (written, oral, digital, or other media) that has been disclosed to or obtained by the other party (“Receiving Party”). Importantly, Confidential Information does not include information that: (i) is publicly known through no act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to disclosure by the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the Receiving Party without any reference to or use of Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or by a regulatory body or court of competent jurisdiction.

12.3. The Receiving Party may have access to Confidential Information of the Disclosing Party under these Terms. The Receiving Party will limit disclosure of such Confidential Information to instances only for the purposes necessary for fulfilling the Receiving Party’s obligations and/or enforcing the Receiving Party’s rights under these Terms. The Receiving Party shall ensure that its employees, agents, subcontractors, suppliers, customers, partners, advisers, representatives and group companies (who it discloses the Disclosing Party’s Confidential Information to) are obliged to keep the Disclosing Party’s Confidential Information confidential in accordance with this Clause 12.

12.4. Subject to Clause 12.3, unless required by law or by a regulatory body or court of competent jurisdiction, the Receiving Party will not disclose the Disclosing Party’s Confidential Information to any third party or use such Confidential Information for any purpose other than those explicitly provided in these Terms.

13. Term and Termination

13.1. Unless otherwise stated within a written Docue order form entered into by the Customer (or within the Docue sign-up information), the “Subscription Effective Date” means the date upon which the Customer purchases the Subscription by completing the Subscription sign-up process via app.docue.com/signup (as amended or extended by Docue from time to time) (“Subscription Sign-Up Process”), including without limitation: paying the Fees for the Initial Term in full to Docue, providing relevant Customer information to Docue, and following the prompts set out by Docue within the Subscription Sign-Up Process.

13.2. Unless otherwise stated within a written Docue order form entered into by the Customer (or within the Docue sign-up information), each Subscription shall commence on the Subscription Effective Date, and shall continue for 12 months (“Initial Term”). Thereafter, each Subscription shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”) unless:

13.2.1. the Customer notifies Docue of termination by email to support@docue.com before the last day of the Initial Term or any Renewal Period, in which case the applicable Subscription shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or

13.2.2. otherwise terminated in accordance with the provisions of these Terms.

13.3. These Terms shall commence on the earlier of:

13.3.1. the first Subscription Effective Date;

13.3.2. the Free Trial Effective Date; and

13.3.3. the first moment that the Services (or any part thereof) are accessed or used by or on behalf of the Customer,

and shall remain in force during the term of any: (a) Subscription, (b) Free Trial, or (c) other access or use of the Services by or on behalf of the Customer.

13.4. Without limiting its other rights or remedies, the Customer or Docue may terminate any Subscription(s) with immediate effect by giving written notice to the other party if:

13.4.1. Such other party commits a material breach of these Terms and fails to remedy such breach within 30 days of receipt of notice in writing of such breach;

13.4.2. 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;

13.4.3. 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;

13.4.4. 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

13.4.5. Such other party is or becomes insolvent (or bankrupt) or suffers any similar action in any jurisdiction.

13.5. Upon termination or expiration of a Subscription or a Free Trial for any reason:

13.5.1. The Customer (and all Users) shall cease operation, access and use of that Subscription or Free Trial (and of all related materials and information);

13.5.2. The Customer shall immediately pay all of the outstanding Fees and other amounts due to Docue in respect of that Subscription or Free Trial;

13.5.3. The Customer shall return any and all materials and information related to that Subscription or Free Trial to Docue;

13.5.4. The licences and rights granted to the Customer under (and/or in connection with) that Subscription or Free Trial shall immediately terminate; and

13.5.5. 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.

14. Liability

14.1. This Clause 14 shall survive expiration or termination of: these Terms, any Subscription(s), and any Free Trial(s).

14.2. You agree that the Services (including anything you access under a Subscription) has not been developed to meet the Customer’s particular requirements, including any legal or regulatory requirements the Customer may have. You are solely responsible for ensuring that the Services meet your requirements.

14.3. The Customer assumes sole responsibility for the results obtained from the use of the Services by (and/or on behalf of) the Customer (and/or by any User), and for conclusions drawn from such use. Docue shall have no liability for any loss or damage caused by errors or omissions in information provided by (and/or on behalf of) the Customer (and/or by any User) in connection with the Services, or caused by actions taken by Docue at the Customer’s (and/or any User’s) direction.

14.4. Docue shall not be responsible for delays, delivery failures, loss or damage arising out of or in connection with the transfer of data over communications networks, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and problems inherent in the use of such networks.

14.5 We do not exclude or limit any liability for:

14.5.1. death or personal injury arising from our negligence; or

14.5.2. fraud or fraudulent misrepresentation; or

14.5.3. any other liability which it is unlawful or illegal to exclude under applicable law.

14.6. Subject to Clause 14.5, we 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, including (but not limited to):

14.6.1. business interruption;

14.6.2. loss of anticipated savings;

14.6.3. loss of business opportunity, goodwill or reputation;

14.6.4. wasted expenditure;

14.6.5. loss of revenue or profit; or

14.6.6. any other unforeseeable losses arising out of unusual or special circumstances.

14.7. Subject to Clause 14.5, and other than the loss and damage set out in Clause 14.6 (for which we are not liable), our maximum total liability to the Customer arising under or in connection with these Terms shall be limited to:

14.7.1. the Fees paid by the Customer to Docue (and received by Docue in cleared funds) in the last 12 months immediately preceding the date on which the claim arose; or

14.7.2. where the Customer has not paid any Fees to Docue, £200 (two hundred pounds).

15. Feedback and Complaints

15.1. We welcome any feedback about our Services. If you have any comments, please submit these to support@docue.com.

15.2. If you do have any complaints, please submit them to support@docue.com.

16. Uncontrollable events

16.1. Docue shall have no liability to the Customer under these Terms if Docue is prevented from or delayed in performing its obligations thereunder, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, pandemics, epidemics, strikes, lock-outs, industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant and/or machinery, fire, flood, storm or default of suppliers and/or sub-contractors.

17. General

17.1. Interpretation: In these Terms:

17.1.1. these Terms shall govern all and any of the supply of Services by Docue to the Customer to the exclusion of all other terms (including any which the Customer purports to apply);

17.1.2. clause, schedule and paragraph headings shall not affect the interpretation of these Terms;

17.1.3. a person means an individual, a firm or a company (whether or not having a separate legal identity from its members or owners);

17.1.4. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made, amended, extended or re-enacted from time to time under that statute or statutory provision;

17.1.5. these Terms shall not prevent Docue from entering similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms;

17.1.6. these Terms form a binding contract between the Customer and Docue;

17.1.7. the words include, including and similar words or expressions will not limit the meaning of the words that come before them;

17.1.8. reference to writing or written includes e-mail but not any other form of electronic communication; and

17.1.9. each of the parties shall be referred to as a party or together, the parties.

17.2 Entire agreement: These Terms constitute the entire agreement between the Customer and Docue and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter. The Customer acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, warranty, assurance, promise, or representation (whether made innocently or negligently) that is not expressly set out in these Terms. The Customer shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms. Nothing in this Clause 17.2 shall limit or exclude any liability for fraud.

17.3. Variation: Except as expressly provided for in these Terms, no variation of these Terms shall be effective unless it is in writing and signed by Docue.

17.4 Relationship of the parties: Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

17.5. Third party rights: Save for any group company of Docue, who shall be entitled to enforce any provision of these Terms, no person who is not a party to these Terms shall have a right to enforce any term of these Terms which expressly or by implication confers a benefit on that person.

17.6 Assignment and other dealings: Docue may assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms. The Customer shall not, without the prior written consent of Docue, assign, transfer, charge, subcontract or deal in any other manner with any or all of their rights or obligations under these Terms.

17.7 Severability: If any clause in these Terms (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 as soon as possible.

17.8 Waiver: No failure or delay by a party to exercise any right or remedy provided under these Terms (or by law or by equity) shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.9 Notices: Notices under these Terms must be in writing (or email) and sent to the other party's address, as set out at the top of these Terms for Docue, and as provided for within the User 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).

17.10 Dispute resolution: The Customer shall not bring any action, proceeding or claim against Docue (or any group company of Docue) after the expiry of one year from the date on which the claim first arose.

17.11. Governing law and jurisdiction: These Terms 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).