End User Agreement

IMPORTANT-READ CAREFULLY: This end-user agreement (this “Agreement”) is a legally binding agreement between you, an individual User or a single entity, and talaw.com Pty Ltd ACN 006 372 265  covering your use of the document sharing cloud solution known as eBrief Ready (“Service”). We will refer to ourselves in this Agreement as “TA Law”, “we” or “us”. Your use of the Service is conditional on your acceptance of the terms set forth in this Agreement. By using or continuing to use the Service, you agree to be bound by this Agreement. You must read this Agreement carefully before accessing or using the Service.

Last updated 14/04/2020

I. The Service

1.1 Eligibility for Service

You may not use the Service and may not accept the terms set forth in this Agreement if you are barred by law from receiving the Service.

1.2 The Service

We will provide you with access and use of the Service by allowing you to create an account if you meet the requirements set out in this Agreement.

In this Agreement, barristers, advocates, solicitors, clients, experts, court reporters and any other category of users are collectively referred to as “Users”. Users must have an account to access the Service.

The Service assists barristers and advocates and manages their cases by allowing Users to create a matter for each case, upload documents related to the case and share these documents with other Users. Users are able to share the matter folder with other Users and give access to other Users to upload documents and manage the matter. The documents are saved as part of the matter on an eBrief Ready server, allowing searching, downloading and extraction at a later date.

To use the Service, you must have a computer or mobile device with an up-to-date operating system and a supported web browser (usually the latest versions of Chrome, Safari, Firefox, and Internet Explorer), and an internet connection.

II. Privacy notice

2.1 Privacy notice

We care about privacy and we protect personal data.

In clause 6.8, we set out our, and your, obligations where we act as a processor of personal data.

Where we act as a controller of personal data, our privacy notice sets out how we collect and use your personal data and your data protection rights. Although it does not form part of the contract between you and us, we recommend that you read our privacy notice.

III. Application of Agreement

3.1 Agreement applies to all Users

This Agreement applies to all Users of the Service, including if you are using the Service on behalf of an organization or on your own behalf.

We may also have other agreements with you (or the organization who you represent) which apply in addition to this Agreement.

To the extent that there is any inconsistency between this Agreement and another agreement between you and us, this Agreement will prevail in relation to the Service unless the other agreement expressly states otherwise.

3.2 Corporations, businesses and their users

If you are a corporation, business (such as a law firm or set of chambers), or have entered into this Agreement on behalf of a business, the corporation or business is responsible for ensuring that all of its partners, employees, agents and other Users, comply with the terms of this Agreement.

IV. Copyright and Intellectual Property

4.1 In the Service

Copyright and other intellectual property laws and treaties protect the Service. We own all right, title and interest in and to the Service (and each portion of the Service), and all associated copyright and other intellectual property rights in and to the Service (excluding the content that you upload to the Service).

4.2 In the content you upload

Unless clause 4.3 applies, we acknowledge and agree that as between you and us, you own all intellectual property rights in the content that you upload to the Service or otherwise provide to us for the purpose of us performing the Service.

You grant us a limited, non-exclusive, perpetual, revocable, royalty-free and non-transferable licence to use the intellectual property rights in any content you upload or provide to use to the extent necessary for us to perform the Service and to otherwise exercise our rights or to comply with our obligations under this Agreement or any other agreement we have with you.

We may sub-license this license to third party service providers who assist us in providing the Service.

4.3 Your obligations

You must, at all times, comply with all applicable law, and you are responsible for ensuring that you do not, in using the Service, infringe or violate any other person’s intellectual property or privacy rights or misappropriate confidential information.

You represent to us that you are using the Service for the purposes of a judicial proceeding or for the purpose of the giving or receiving of professional advice by a legal practitioner, patent attorney or trade marks attorney.

4.4 Suggestions

From time to time, you or your employees or agents may send to TA Law suggestions, materials, information, ideas or concepts relating to the Service or any other matters (“Ideas“). You hereby grant to TA Law a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) to use such Ideas as TA Law sees fit, without payment of a fee. Without limiting the foregoing, no Idea will be subject to any confidentiality obligation.

V. Your rights, obligations and liability

5.1 Your account

  1. In order to use all features of the Service, you must create an account with us, including selecting a unique username and password.
  2. You are fully responsible for maintaining the confidentiality of your username and password, and for all activities that are conducted through or under your account.
  3. You must not under any circumstances share your password with any other person.
  4. You must not transfer, sell, rent, lend or otherwise dispose of your username or password (or attempt to do any of the foregoing).
  5. You must inform us immediately if you suspect or become aware of a breach of security relating to your account and you must change your password.

5.2 Your obligations

When you create an account, you agree to:

  1. Provide accurate, current and complete information for the indicated mandatory fields (including a valid email address); and
  2. Maintain and update your information to keep it accurate, current and complete; and
  3. If you supply any inaccurate, false or incomplete information (or fail to keep such information current), we have the right to terminate your account and access to the Service.

5.3 Fees

  1. Access to the Service is free and includes 10GB of space.
  2. If your eBrief account reaches a capacity of 10GB or more, you may be requested to upgrade your account and pay for extra storage space. If you are requested to upgrade your account and pay for extra storage, we will provide you with a price list at that time.
  3. If you do not upgrade your account and pay for extra storage you may be restricted from uploading further documents to the Service until you:
    1. Purchase extra storage space; or
    2. Create extra space on your account by deleting documents from your account.

5.4 Use of the Service

You must use the Service in a responsible and reasonable manner. You must not use the Service in a way that is against the law or that harms us or our partners, affiliates, customers and/or suppliers. You must not, for example:

  1. Attempt to gain access to, alter or disrupt any account, software, hardware (including, without limitation, the Service) or network relating to the Service without authorization;
  2. Use the Service to document, reproduce, share or store pornographic or adult material, other than for the purpose of litigation or the provision of legal advice;
  3. Use the Service to document, reproduce, share or store defamatory material, other than for the purpose of litigation or the provision of legal advice;
  4. Use the Service to document, reproduce, share or store illegal material, other than for the purpose of a litigation or the provision of legal advice;
  5. Use automatic scripts or programs (including web crawlers) to access or attempt to gain access to the Service;
  6. Attempt to access the Service other than through TA Law’s designated website or as otherwise permitted by TA Law;
  7. Remove or alter any copyright, trademark, logo or other proprietary notice or label appearing on or in the Service;
  8. Reverse engineer, decompile or disassemble the Service, or otherwise attempt to derive the source code or trade secrets of the Service except as, and then only to the extent, expressly permitted by applicable law;
  9. Create any derivative works of the Service;
  10. Rent, lease, lend-for-profit, or otherwise provide or make available the Service to any other person for their use;
  11. Resell the Service to any person;
  12. Create a white label service using the Service;
  13. Frame any website provided via the Service; and
  14. Use the Service other than as expressly permitted by this Agreement, or in any manner that TA Law reasonably determines to be inappropriate or excessive.

5.5 Purpose

You have no right to use the Service for any purpose other than as specified in this Agreement. The rights granted to you in this Agreement are your only rights in relation to the Service.

5.6 Your warranties and representations

You warrant and represent that:

  • If you are using the Service (including uploading content) on behalf of another person, organization or law firm, you have and continue to hold the necessary permission to act on that person, organization or law firm’s behalf;
  • You will use the Service in accordance with this Agreement;
  • You will not use the Service or any information you obtain during the course of us providing the Service for any improper or unlawful purpose; and
  • You will not infringe any person’s intellectual property rights (as they are defined in clause 4) during the course of your use of the Service.

5.7 Your liability

You are liable for any loss or damage directly or indirectly caused by any breach of your obligations under this Agreement.

5.8 Your indemnity

You agree to indemnify TA Law for all losses, liabilities, damages and costs and expenses (including without limitation reasonable legal and attorneys’ fees) that TA Law may suffer or incur arising out of or relating to your use or misuse of the Service or breach of this Agreement, or in respect of any claim made or legal or regulatory action brought against TA Law arising out of or relating to your conduct or your use or misuse of the Service or breach of this Agreement.

5.9 Our legal relationship with Users

Nothing contained or implied in this Agreement means a User is a partner, agent or legal representative of us for any purpose, or creates any partnership, agency or trust. No User has any authority to bind us in any way. Any relationship we have with Users is as a service provider, and you acknowledge that we do not employ you.

VI. Our rights, obligations and liability

6.1 Provision of the Services

We provide the Service strictly on an “as-is” and “as available” basis and to the maximum extent permitted by law, we exclude all warranties, terms, conditions or undertakings whether express or implied, statutory or otherwise, including that the Service will be:

  • Available at any particular time;
  • Secure or error-free;
  • Fit for any particular purpose; or
  • Will meet any standard or specification.

6.2 Limitation of Services

We may limit your access to or use of the Service at any time and for any reason, including for any breach of this Agreement or misuse of the Service.

6.3 Updates

We may change, modify or remove some or all of the Service at any time and at our sole discretion. We will use reasonable efforts to let you know (including by email, to the address you register with us) of relevant changes to the Service, if we consider it appropriate to do so.

This Agreement does not grant you any right to enhancements or updates to the Service although TA Law may make available such enhancements or updates to the Service as it sees fit in its absolute discretion.

Where TA Law chooses to make any patches, updates, add-ons or hot-fixes to the Service available, this Agreement also applies to these changes unless they are accompanied by separate terms.

6.4 Storage of content

We are not legally required to back-up, store, maintain or provide you a copy of any content. However, where we create a back-up copy of your content, we may provide you with a copy upon request subject to your payment of any additional costs we may charge. We are not responsible or liable for any loss of data or content resulting from your use of the Service.

6.5 User-generated content

We are not responsible or liable for any content that is created by or uploaded to the Service by other Users. Specifically, we do not warrant or represent that any content uploaded by Users:

  • Is true and correct, and not misleading or deceptive;
  • Does not infringe any third party’s intellectual property rights or other proprietary rights; or
  • Does not breach any law or is offensive, defamatory or otherwise inappropriate.

If you believe any content or information infringes your rights or is otherwise unlawful, please contact us on the details at the end of this Agreement.

6.6 Limitation of Liability

Nothing in this Agreement shall exclude or limit our liability for any kind of loss, damage or liability which cannot or must not be excluded or limited under English law.

If TA Law is found to be liable to you (including in contract, tort (including negligence) or otherwise), TA Law’s liability is limited in all circumstances to one of the following options, as selected by TA Law:

  1. Resupply of the Service;
  2. Supply of a similar Service;
  3. Refunding the amount you paid for the Service;
  4. Fixing the Service (if appropriate); or
  5. Paying someone else to fix the Service (if appropriate).

6.7 Liability cap

Notwithstanding clause 6.6, to the fullest extent permitted by applicable law, TA Law’s total cumulative liability to you in connection with this Agreement, whether in contract or tort (including negligence) or otherwise, will not exceed £250.

6.8 Data Protection

Interpretation

6.8.1 References in this Clause 6.8 to a Regulation are to regulation 2016/679/EC, also known as the “GDPR”, for as long as the GDPR applies to our Processing of Personal Data. If the GDPR ceases to our Processing of Personal data, references to a Regulation are to the Applied GDPR. References to the “Applied GDPR” are to the GDPR as amended by the UK’s Data Protection Act 2018.

6.8.2   References to an Article are to an Article of the Regulation and capitalised terms in this Clause 6.8 have the meaning defined by the Regulation unless otherwise defined in the Agreement.

6.8.3   “Data Protection Laws and Regulations” means all applicable data protection and privacy legislation including the Regulation, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (in each case, as amended, updated or re-enacted from time to time). In the event of any inconsistency between the Data Protection Laws and Regulations, the strictest provision shall prevail.

6.8.4   “Standard Contractual Clauses” means such contractual terms as are currently approved by the European Commission for the transfer of Personal Data to Processors established in third countries which do not ensure an adequate level of data protection, currently available at https://eur-lex.europa.eu/legal-content/en/TXT/?uri=CELEX%3A32010D0087

 

Application

6.8.5   If, in respect of the Personal Data set out below, you are a Controller, and We Process the Personal Data as your Processor, this Clause 6.8 shall apply in respect of such Processing.

6.8.6   For the purpose of this clause 6.8:

  • the subject matter, nature, and purpose of our Processing is to perform our obligations under this Agreement, namely to make available to you the Service which lets you send and receive briefs, some of which may contain Personal Data.
  • the duration of the Processing is the period for which you keep the Personal Data hosted on the Services and then [retention period].
  • the type of Personal Data and categories of Data Subjects are as contained in the briefs which you (and others) upload to the Services.

 

Your obligations

6.8.7   You must, for the duration of the Processing, comply with your obligations under Data Protection Laws and Regulations. Without limiting the generality of this, you must, in particular:

  • have a lawful basis for the Processing, and ensure that you are entitled to provide the Personal Data to us for Processing, and must notify us promptly if either of these ceases to be true;
  • notify your Data Subjects of the Processing, to the standard required by Data Protection Laws and Regulations;
  • ensure that all Personal Data you provide to us is be accurate and up to date, and you must make promptly any amendments necessary to ensure that the Personal Data remain accurate and up to date.

 

Our obligations

6.8.8   We shall:

  • Process Personal Data in accordance with all applicable Data Protection Laws and Regulations;
  • Process the Personal Data within the UK and only on your documented instructions (which comprise only the performance of the Service as set out in this Agreement), including with regard to transfers of Personal Data to a third country or an international organisation;
  • unless prohibited by law, notify you before Processing the Personal Data, if we are required to act other than in accordance with your instructions by:
    • if the GDPR applies to the Processing, any law of the European Union or the law of one of the Member States of the European Union; and
    • if the Applied GDPR applies to the Processing, any law in the United Kingdom.
  • obtain your prior written authorisation before engaging another Processor (a “Sub-processor”) and shall respect the conditions referred to in paragraphs 2 and 4 of Article 28 for any such engagement. We shall be liable for the acts and omissions of our Sub-processors, and we shall ensure that the Sub-processor contract (as it relates to the Processing of Personal Data) is on terms which are substantially the same as, and in any case no less onerous than, the terms set out in this clause 10. You hereby authorise us to appoint as Sub-processors the companies listed as sub-processors in Schedule 1.
  • treat the Personal Data as your confidential information;
  • take all measures required pursuant to Article 32;
  • at your cost and taking into account the nature of the Processing, assist you by appropriate technical and organisational measures, insofar as this is reasonably possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the Regulation;
  • at your cost, provide reasonable assistance to you, on written request by you in ensuring compliance with your obligations pursuant to Articles 32 to 36, taking into account the nature of Processing and the information available to us;
  • at your choice, delete or return all the Personal Data to you after the end of the provision of the Service, and delete existing copies. If we make available to you tools which enable you to download your Personal Data, we shall only be required to assist where those tools are unable to meet your reasonable needs. We are not required to delete Personal Data if we are required to continue store those Personal Data by:
    • if the GDPR applies to the Processing, any law of the European Union or the law of one of the Member States of the European Union; and
    • if the Applied GDPR applies to the Processing, any law in the United Kingdom.
  • at your cost, allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you. Any audit or inspection shall be carried out on reasonable notice and avoid causing damage, injury or disruption to our premises, equipment, personnel or business;
  • at your cost, provide reasonable assistance to you with any data impact assessments; and
  • in the event of a Personal Data Breach notify you without undue delay.

VII. Technical Requirements

7.1 Internet Connection

You are fully responsible for all third party costs associated with accessing the Service, including without limitation all fees charged by your internet service provider.

7.2 Maintenance

We reserve the right to modify, change, suspend, limit or discontinue any aspect, feature or functionality of or relating to the Service at any time, without notice. Without limiting the foregoing, we have the right to interrupt the Service from time to time, as and when we deem appropriate, to perform maintenance relating to the Service.

VIII. Suspension, modification and termination of accounts

If we suspect that you have breached any term of this Agreement, or any other policies, agreements or rules that may apply to you, if we are not able to verify any piece of information you have provided to us, or if you have in our sole determination otherwise acted in a manner which is inappropriate, we have the right to (without limitation):

  1. Remove your documents from the Service;
  2. Suspend your ability to upload or share documents via the Service;
  3. Suspend your access to the Service; and
  4. Terminate your access to the Service. We reserve the right to take any such action without prior notice.

If your access to the Service is suspended or terminated for any reason or if your documents are removed from the Service, you will not be entitled to damages, or any refund or reimbursement of fees or amounts previously paid by or charged to you.

IX. Termination

  1. You may terminate this Agreement (and, with it, your account) at any time, on giving notice to us.
  2. TA Law may terminate this Agreement with immediate effect if you commit what TA Law considers to be a material breach of this Agreement.
  3. Upon termination of this Agreement, you must immediately cease to use the Service and not attempt to access the Service.
  4. If this Agreement is terminated, we may retain a copy of your content for archival or legal purposes. You acknowledge and agree that we are not required to maintain a copy of any content you have uploaded to the Service, and we may delete such content and any other data owned by you without notice to you upon termination.
  5. Clauses 2.1, 4, 5.6, 5.7, 5.8, 6.6, 9 and 10 of this Agreement survive termination.

X. Dispute Resolution

In the event that any disputes arise in relation to the Service or this Agreement, you agree to:

  • First contact us to discuss;
  • If we are unable to resolve the matter within 14 days of being notified, we will arrange a time for one of our senior representatives to contact you (or your senior representative) at a convenient time to discuss;
  • If we are unable to resolve the dispute between our senior representatives, the matter will be referred to mediation, with a mediator to be appointed by the Chartered Institute of Arbitrators (UK) (whichever is applicable);
  • If the dispute is not able to be resolved by mediation, the parties may agree to implement further alternative dispute resolution processes.

Nothing in this clause 10 prevents you or us from seeking urgent injunctive relief from a court.

XI. No Warranty

11.1 ‘As Is’

The Service is provided on an “as is” basis and, to the fullest extent permitted by applicable law, TA Law hereby expressly disclaims all warranties, whether express, implied or statutory, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, reliability, accuracy, completeness and quiet enjoyment. You may have additional consumer rights under your local laws that this Agreement cannot change. Any implied warranties that cannot be excluded are limited to 30 days or the shortest period permitted by applicable law, whichever is greater.

11.2 Security and access

We implement industry standard systems and take reasonable measures consistent with commercially available security practices to secure the Service from unauthorized access and to protect the integrity and confidentiality of the transmission, processing, and storage of your content.

  1. However, any transmission of data over the internet is inherently risky. You acknowledge and agree that you are responsible for your access to the Service, for the computer or mobile device and associated software that you use to access the Service, and for your transmission of data over the internet.
  2. You are responsible for taking your own precautions to ensure that your access to the Service does not expose you to the risk of interference or damage to your content or your computer system or network.
  3. com makes no warranty regarding your access to the Service or the eBrief Ready website. Due to the nature of the internet and software programs, during the use of the Service, you may experience errors, poor network performance and other issues that detract from your use of the Service. While TA Law takes steps to maintain the Service, it does not warrant that the Service will be constantly available or warrant that you will have uninterrupted and error-free access to the Service.
  4. Further, due to regulatory or technical restrictions, you may not be able to access the Service from your location. You should verify access prior to accepting the Agreement – TA Law is not responsible for your inability to access the Service.
  5. Further, and without limiting any other term of this Agreement, we are not responsible for:
  1. Internet, electronic, hardware, software, network or other computer-related failures, malfunctions or errors;
  2. Any disruptions, damages, losses, failures or errors that are caused by events or occurrences that are beyond our control; or
  3. Typographical, processing, mechanical or human errors.

11.3 Consequential Loss

To the fullest extent permitted by law, you cannot recover from us any special, incidental, indirect, punitive or consequential damages, including without limitation, any damages for loss of profits, revenues, time, money, privacy, or confidential or other information, arising out of or relating to your use or inability to use the Service. Without limiting the foregoing, to the fullest extent permitted by law, you cannot recover from us any special, incidental, indirect, punitive or consequential damages for any losses arising from or relating to:

  1. The provision of, or failure or delay to provide the Service or related support services;
  2. The loss, corruption, removal or amendment of any data;
  3. The loss or corruption of your Service account or other User profile information stored on the Service, even if TA Law has been advised of the possibility of such damages.

XII. General

  1. Except as expressly stated herein, this Agreement (as amended from time to time as permitted under this Agreement) represents the entire agreement between us relating to your use of the Service.
  2. If any term of this Agreement is found to be unlawful, void or unenforceable, then that finding will not affect the validity and enforceability of any other term and the affected term will be changed and interpreted so as to best accomplish the objectives of such term within the limits of applicable law.
  3. To the greatest extent permitted by applicable law, any claim related to your use of the Service or the Agreement must be brought within 1 year of the date on which the act giving rise to the claim occurred.
  4. We may assign or transfer any portion of the Agreement to any third party without your consent. You may not assign, sublicense or transfer any obligation imposed or right granted by the Agreement. Any attempt to do so will be void.
  5. All parts of this Agreement apply to the maximum extent permitted by applicable law.
  6. Failure by TA Law to enforce its rights under the Agreement in no way waives its claims to such rights. If TA Law grants you an express waiver to certain terms or conditions in the Agreement, the waiver is only applicable to those express terms and on the conditions specified in the waiver.
  7. In judicial or administrative proceedings, the Agreement (in printed or electronic form) applicable at the date relevant to the case is admissible and binding in the same manner as any other piece of evidence.
  8. This Agreement is governed by and construed in accordance with the laws of Englandand by using the Service you agree that any dispute or controversy between us relating to the Service or this Agreement will be subject to the jurisdiction of the courts of England.

XIII. Notices

Where we are required or permitted to give you information (eg a notice), we may do so in any way, including by:

  1. Giving you the information in person; or
  2. Giving you the information by telephone, mail or email using the contact details you give to us; or
  3. Making the information available at https://ebriefready.co.uk

Where we give you information in person or by telephone, it is taken to be received by you at the time we give it.  Where we give you information by mail, it is taken to be received by you on the third day after posting. Where we give you information by email, it is taken to be received by you when the email is sent, regardless of any response to the email. Where we make information available on our website, it is taken to be received by you at the time the information is made available on the website.

XIV. Contact Details

TA Law can be contacted at:

Telephone: 020 8798 0230

Website: ebriefready.co.uk

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