Alacrity Professional Services Terms

1. THE ALACRITY SERVICE

1.1 We are a digital platform providing online services and information.

1.2 By completing an online registration form and clicking “accept”, engaging with the Services or similar assent where applicable, you consent to obtain the Services and/or Deliverables from Alacrity on these Terms (an “Offer”). Our confirmation email to you or by supplying Services and/or Deliverables to you (which includes any necessary preparatory work) is acceptance of your Offer (“Acceptance”) and creates a binding agreement consisting of this agreement (the “Agreement”).

1.3 Your access (and use) of Services or Deliverables via our website will be governed by the Agreement in conjunction with the terms of use of the website (“Website Terms”). In the event of any conflict between the Agreement and the Website Terms, the Agreement will prevail and apply

2. TERM AND TERMINATION

2.1 The Agreement will commence upon Acceptance and will continue until you no longer use or receive the Services and/or Deliverables or is terminated in accordance with its terms.

2.2 Neither party is entitled to terminate, delay, suspend or vary the Agreement other than in accordance with its terms.

2.3 A party may immediately terminate the Agreement by giving the other party written notice if the other party materially or repeatedly breaches its terms.

2.4 A party may immediately terminate the Agreement if the other party is subject to an Insolvency Event.

3. ACCESS AND USE OF THE SERVICES

3.1 We are a digital platform to enable and facilitate the selection and provision of services and information between Clients and Legal Providers. We do not provide legal advice and we are not a law firm, nor do we in any way, direct, control or supervise any legal advice or work. Accordingly, we have no responsibility to you, nor do we provide any warranties or have any liability to you in respect of the provision or receipt of the foregoing.

3.2 We are not party to any legal engagement terms or legal relationship between Clients and their Legal Providers, which is formed directly between such parties off platform for the provision and receipt of legal advice or legal services. It is your full responsibility to ensure appropriate engagement terms and conditions are in place in relation to the foregoing, and that they are in accordance with applicable laws and relevant regulatory codes, including any codes regulating the conduct of law firms. Any such terms and conditions will set out your rights and liability in relation to the provision and receipt of the legal advice or work.

3.3 Your access to and use of the Services is restricted to you, your employees and individual contractors (i.e. natural persons) (collectively, the “Users”), and permitted for your internal business operations only. You agree not to permit any third-party to access the Service.

3.4 We will issue usernames and personal passwords to authorise acceptable Users to use the Services. Each username and User access is unique. The User must keep the password confidential and must not share or permit access to the Services by any other person.

3.5 You must immediately notify us of any User who ceases to be your employee or full-time contractor or who is otherwise no longer to be permitted access to the Services for whatever reason and such User’s username and password will be deactivated. You are responsible for ensuring User compliance with the Agreement and accept responsibility and liability for the acts and omissions of your Users. Failure to do so will nullify our confidentiality obligations to you.

3.6 We make no representations or warranties regarding the reliability, availability, timeliness, quality, suitability, accuracy or completeness of the Services or Deliverables, or the results that you may obtain by using them. All implied warranties are excluded to the extent permissible by law.

3.7 We do not represent or warrant that: a) the operation or use of the Services or Deliverables will be timely, uninterrupted or error-free; or b) the Services or Deliverables will function properly in combination with any third party-services, technology, hardware, software, systems or data.

3.8 You acknowledge that the Services and Deliverables may be subject to limitations, delays, loss or corruption of information and other problems inherent in the use of electronic communications facilities.

3.9 Except where expressly provided otherwise, the Services and Deliverables are provided on an “as is” basis. You are solely responsible for ensuring that the Services and Deliverables are appropriate and suitable for your needs.

3.10 From time to time, we may: a) temporarily suspend for the purpose of emergency repair, maintenance or improvement, all or part of any Services or Deliverables without notice; b) temporarily suspend all or part of any Services or Deliverables for scheduled support and maintenance by providing notifications and giving reasonable notice of such suspensions; or c) vary the technical specification of any Services or Deliverables for operational or any other reason, provided that there is no material detriment to the operation of such Services or Deliverables.

3.11 We reserve the right at any time and from time to time to modify, temporarily or permanently, any Services or Deliverables or any component or feature thereof. You agree that we will not be liable to you or to any third party for any such modification of the Services or Deliverables if there is no material detriment to their operation.

3.12 Without limiting your obligations elsewhere in the Agreement, you will not disclose, provide or otherwise make available the Services or Deliverables to any third-party (including Alacrity competitors).

3.13 You further agree that you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or Deliverables except as permitted by applicable law; (ii) modify, translate, or create derivative works based on the Services or Deliverables, or copy (except for archival purposes), rent, lease, distribute (except as expressly permitted herein), pledge, assign, or otherwise transfer or encumber rights to the Services or Deliverables; (iii) use or access the Deliverables or Services to build or support, and/or assist a third party in building or supporting, products or services competitive to us; (iv) remove any proprietary notices or labels from the Services or Deliverables; (v) use the Services or Deliverables in any manner that could damage, disable, overburden, impair, obstruct or otherwise interfere with our provision of the Services, the Deliverables or our business; (vi) use the Services to store or transmit computer viruses or other harmful code; (vii) interfere with or disrupt the integrity or performance of the Services; (viii) frame or mirror any content forming part of the Services, other than on Customer’s own intranet for Customer’s internal business operations as permitted under the Agreement; (ix) attempt to gain unauthorized access to the Services or its related systems or networks; or (x) permit direct or indirect access to or use of the Services in any manner that circumvents any restrictions or limitations under the Agreement.

3.14 We may limit the data and deliverables that are available on the Services based on the amount of data stored on the platform and we may archive the data and deliverables in which case the data may be available via an extract for an additional fee.

3.15 We provide a feedback system to enable Users to receive post-matter feedback. Alacrity may use such feedback to compile reports and information for the benefit of Customers. Feedback is not disseminated publicly but will be aggregated and anonymised for analysis. You agree Client feedback is shared with the relevant Legal Provider to whom it applies.

4. INTELLECTUAL PROPERTY

4.1 All Intellectual Property Rights in anything we supply are our property and will not transfer to you by Agreement.

4.2 We grant you a non-transferable, non-exclusive, non-assignable, revocable, world-wide, royalty free limited license, without the right of sub-license, to access and use the Services and Deliverables for your own internal purposes during the term of the Agreement.

4.3 Any rights not expressly granted herein are reserved by us. To the extent that you acquire any right, title, or interest in or to any Alacrity Property (other than with respect to such limited license), you hereby assign and convey all such right, title and interest therein to us.

4.4 We acknowledge that the Customer Materials are your property and that you own all Intellectual Property Rights in and to the same.

4.5 You agree that we may freely use any data (including the Customer Materials) which we learn, acquire or obtain in connection with the performance of the Agreement to improve the quality of our services and deliverables.

4.6 We indemnify you against any loss, damages or reasonable costs you incur in connection with claims, demands, suits, or proceedings made or brought against you by a third party claiming that the Deliverables infringe the Intellectual Property Rights of a third party (“Claims”); provided, however, that we will not have any liability to indemnify you for a Claim to the extent the alleged infringement arises from: (i) changes to the Deliverables made at your specific written direction; (ii) your failure to use new or corrected versions of the Deliverables provided by us where you are notified that use of such new or corrected version is necessary to avoid infringement; (iii) the modification of the Deliverables by you or any third-party on your behalf other than as expressly contemplated by the Agreement without our written consent; or, (iv) combination of the Deliverables with systems, materials or software other than as contemplated by the Agreement.

4.7 You must:

a) immediately give us written notice of a Claim (provided that your failure to so notify will not relieve us of our indemnification obligations hereunder except, and only to the extent, that we are prejudiced thereby);

b) give us full control of the defence and settlement of the Claim (provided that (a) you may participate in the defence at your own expense and (b) we may not settle or defend any Claim unless we unconditionally release you from all liability in relation to that Claim); and

c) provide us with all reasonable assistance in relation to the Claim at our expense.

4.8 If we believe that a Claim could prevent you from receiving or using all or any part of the relevant Services or Deliverables, we may:

a) procure the right for you to make continued use of the relevant Services and Deliverables;

b) replace or modify the Deliverables so that they become non-infringing, as the case may be; or

c) terminate the relevant Deliverables immediately on written notice to you, and refund to you any pre-payment in relation to such cancelled Deliverables.

4.9 You indemnify us against any loss, damage or reasonable costs we incur in connection with claims made or brought against us by a third party alleging that any Customer Materials infringes the Intellectual Property Rights of the third party.

4.10 We must:

a) promptly give you written notice of the claim (provided, that our failure to so notify will not relieve you of your indemnification obligations hereunder except, and only to the extent, that you are prejudiced thereby);

b) give you full control of the defence and settlement of the claim (provided that (a) we may participate in the defence at our own expense and (b) you may not settle or defend the claim unless you unconditionally release us from all liability in relation to the claim); and

c) provide you with all reasonable assistance in relation to the claim at your expense.

5. Compliance

5.1 Both parties must comply with all applicable laws and Policies in connection with the provision and use of the Services and Deliverables.

5.2 You warrant and represent that you have obtained and will maintain the necessary licences, consents and other legal or regulatory authorisations required to use and benefit from the Services and Deliverables.

5.3 Each party warrants that it will:

a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption;

b) put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet its statutory responsibilities in this regard; and

c) promptly notify the other party of any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with the Agreement.

5.4 Breach by either party of this clause 5 will be a material breach of the Agreement.

6. CONFIDENTIALITY

6.1 Both parties shall keep confidential and shall not disclose to any person any Confidential Information which has been or may be disclosed by or on behalf of the other party except insofar as the Confidential Information:

(i) is required by a person employed or engaged by us in connection with the proper performance of the Agreement;

(ii) is required to be disclosed by law or by regulation by us, provided that we shall notify you of the information to be disclosed and the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure; or

(iii) is developed independently by a party without use of or reliance on the Confidential Information received Any disclosure of Confidential Information permitted under this clause 6 will be in confidence, shall only be to the extent that any persons to whom the information is disclosed needs to know.

7. CONSEQUENCES OF TERMINATION

7.1 Termination of the Agreement by either party will not affect the operation of any other agreement between the parties.

7.2 Termination or expiration of the Agreement, or any part thereof, will not affect the continuance in force of any provision of the Agreement or the relevant constituent part which is expressly or by implication intended to survive termination.

8. LIABILITY

8.1 Nothing in the Agreement will operate to exclude or limit a party’s liability for death or personal bodily injury caused by its or its employees or subcontractors’ negligence, or for any fraudulent misrepresentation by any of the foregoing or for any other liability which cannot be excluded or restricted by law.

8.2 Subject to the foregoing:

a) neither party will be liable to the other arising out of or in connection with the Agreement for any of the following types of losses, damages, or expenses of any kind arising out of or in connection with that Agreement;

i. consequential;

ii. indirect;

iii. special;

iv. lost profits;

v. lost revenue;

vi. lost sales;

vii. anticipated savings; and

viii. losses, damages, or expenses arising from loss of data;

b) except for indemnity for intellectual property under the Agreement, each party’s total aggregate liability to the other arising out of or in connection with the Agreement will be limited to two times the amount paid during the twelve (12) month period immediately preceding the event giving rise to the liability; and

c) neither party will have any liability to the other party for any failure or delay in performing an obligation under the Agreement because of any event beyond that party’s or its subcontractors’ reasonable control.

8.3 You are not entitled to rely on the exclusions of liability in this clause to relieve you from liability to pay monies payable to us.

9. GENERAL

9.1 No other terms and conditions, (including, without limitation, your own terms, the pre-printed terms on the back of any PO, or those implied), will apply to the Agreement unless we have expressly it agreed in writing.

9.2 The terms and provisions of the Agreement are intended solely for the benefit of each party hereto and their respective successors and permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.

9.3 The documents comprising the Agreement (together with any documents referred to therein or required to be entered into thereunder) contain the entire agreement and understanding between the parties relating to the subject matter of the Agreement and supersede all prior agreements, understandings or arrangements (both written and oral) relating to the subject matter of the Agreement.

9.4 In the event of conflict or inconsistency between the Agreement and any Policies, and between any of the foregoing and a document referred to in the Agreement, the order of precedence shall be as stated.

9.5 Each party acknowledges that in entering into the Agreement it has not relied on, and will have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in the Agreement.

9.6 You represent and warrant that the person executing the Agreement has the authority to bind you to the terms hereof. You will require any employee or agent who accesses the Services or Deliverables to adhere to the relevant terms of the Agreement.

9.7 Notices required under Agreement will be sent by email to the relevant party’s address stated on the platform or as otherwise agreed in writing for such purpose. Notice by email is deemed effective three hours from transmission.

9.8 The parties acknowledge and agree that our communication may be electronic, and that any communications sent electronically comply with any legal or contractual requirement that such communication be made in writing.

9.9 Neither party may assign, sub-license, subcontract or otherwise transfer to any third party any of its rights or obligations under the Agreement without the other party’s prior written consent.

9.10 If any provision of the Agreement is held to be invalid or unenforceable, that portion will be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remainder of the Agreement will remain valid and enforceable.

9.11 Any translations of the Agreement from English are provided merely for convenience and will not be legally binding. In the event of any conflict between the English language version and any translations, the English version will prevail.

9.12 Where the Agreement uses the words ‘include’ and ‘including’, these are illustrative and not limiting.

9.13 The Agreement will not create, nor will it be construed as creating, any partnership or agency relationship between the parties.

9.14 We may sub-contract our performance of any obligation under the Agreement. This will not affect our performance obligations, nor liability to you in relation to the Agreement. We will be responsible for any violation of our obligations hereunder by any such sub-contractor.

9.15 Nothing in the Agreement will require either party to do or omit to do anything which would contravene any applicable laws or government regulations.

9.16 For Clients only you acknowledge and agree that the benefit of the Services and Deliverables delivered to you by us is based on an access free pricing model, and that your legal providers pay an agreed percentage of your total legal fees to us to ensure good legal service delivery and Alacrity has been transparent about the pricing model.

9.17 For Legal Providers only, you agree and acknowledge your obligation to refer to Alacrity’s pricing in your Client engagement letter in accordance with your client care obligations. Your payment obligations to Alacrity are contained in Schedule 1 to this Agreement.

10. Law and Jurisdiction

10.1 The Agreement will be governed by and construed with the laws of England and Wales; and the courts of England and Wales will be the exclusive venue for all disputes between the parties arising out of or in connection with the Agreement and the parties hereby submit to the personal jurisdiction of, and waive and objections to venue in, such courts.

11. Definitions

11.1 In the Agreement the following definitions apply:

Alacrity we, us, our means Alacrity Law Limited;

Alacrity Property Client means the Services, the Deliverables (including, without limitation, all derivatives or improvements), any patents, processes, software, code, files, technology, templates, forms, scripting, trade secrets, products, reports, ideas, concepts, operations, plans or intentions, know-how, market opportunities, customers, business affairs, development plans and financial information, any suggestions, information, enhancements, requests, feedback, recommendations or other input provided by any party relating to the Services or Deliverables, and any other items we create in relation to our performance of our obligations pursuant to the Agreement; means the commonly used term in the legal industry for a company or corporate entity that is a client of law firm or legal provider;

Customer, you, your means any company, entity or user who engages or benefits from the Services or Deliverables;

Customer Materials means anything you provide to us to enable us to perform our obligations pursuant to the Agreement;

Deliverables means any deliverables provided by us in connection with the Services;

Insolvency Event means a situation where a party cannot pay its debts as they fall due, has a petition for winding up or an administration order presented against it or passes a resolution for winding up or calls any meeting of its creditors or proposes to make any arrangement with its creditors, has a receiver (administrative or otherwise) or an administrator appointed over all or any part of its business or assets, or goes into liquidation;

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Legal Provider means a law firm, law company, legal services provider, legal discovery company, legal operations provider, alternative legal services provider;

Policies means the Alacrity policies provided to the Customer; and

Services means the services provided on and through the Alacrity platform at “app.alacritylaw.com”.

SCHEDULE 1

Specific Payment Conditions – Legal Service Provider only

1.1 We shall invoice you for the Services and Deliverables.

1.2 You must pay each undisputed invoice:

a) by the date agreed in the Agreement; or

b) if no such date has been agreed, within 30 days of the date of the invoice.

1.3 You are not entitled to set-off any amount we owe you against any amount you owe us.

1.4 A party may charge the other interest on any late payments. Interest accrues each day from the original due date for payment until the actual date the overdue amount is paid at a rate equal to the lesser of 1.0% per month and maximum rate permitted by applicable law.

1.5 You must reimburse us for any reasonable costs we incur recovering any late payments from you.

1.6 We may suspend the provision of any Services or access to any Deliverables if you owe us anything, from 14 days of the date the debt became overdue.

1.7 On termination of the Agreement anything you owe us in relation to the Agreement will become due immediately. We may recover from you any costs we incur in collecting overdue monies from you.

1.8 Amounts payable by you in relation to the Agreement are exclusive of VAT, sales, use and any similar taxes unless expressly agreed in writing as part of the Agreement. If you do not pay such taxes, you will be responsible for their payment to relevant authorities. We reserve the right to collect taxes and our reasonable costs of collection from you at any time, except with respect to any taxes based on our net income. In certain jurisdictions, we may be required to collect and remit sales tax in connection with your purchase of Services and Deliverables. Any such taxes will be added to the fees and reflected on your invoice.