Terms of UsePublishing-contracts.co.uk is owned and operated by SEQ Legal LLP.
These terms of use govern your use of our website; by using our website, you accept these terms in full. If you disagree with any part of these terms, do not use our website.
Intellectual Property rights
Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all our intellectual property rights are reserved.
Licence to Use Website
You may view, download for caching purposes only, and print pages from the website.
Licence to use templates
You may view, download, print, copy, adapt, and amend the templates you purchase from our website.
You must not publish or distribute the templates, save that you may publish a single amended version of a template without the accompanying guidance notes on a single website (for example, as a website legal notice).
If you wish to publish an amended version of a template on more than one website, you must purchase an additional licence or licences.
For the avoidance of doubt, you must never republish templates in unamended form.
Limitations of Liability
The information on this website is provided free-of-charge, and you acknowledge that it would be unreasonable to hold us liable in respect of this website and the information on this website.
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we not commit to ensuring that the website remains available or that the material on this website is kept up-to-date.
To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill).
Our liability is limited and excluded to the maximum extent permitted under applicable law. We will not be liable for any direct, indirect or consequential loss or damage arising under these terms and conditions or in connection with our website, whether arising in tort, contract, or otherwise - including, without limitation, any loss of profit, contracts, business, goodwill, data, income, revenue or anticipated savings.
However, nothing in these terms shall exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.
Variations
We may revise these terms from time-to-time. Please check this page regularly to ensure you are familiar with the current version.
Entire Agreement
These terms, together with our privacy policy and our terms of sale, constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website.
Law and Jurisdiction
These terms will be governed by and construed in accordance with English law, and any disputes relating to these terms shall be subject to the non-exclusive jurisdiction of the courts of England.
|
Download Agreement(1) Introduction
Please read the download agreement carefully. You will be asked to expressly agree to the download agreement before you place an order for downloads on our website.
(2) Interpretation
In the download agreement, "we" means SEQ Legal LLP (and "us" and "our" will be construed accordingly); "you" means our customer or potential customer for downloads (and "your" will be construed accordingly).
(3) Order process
The advertising of downloads on our website constitutes an "invitation to treat"; and your order for downloads constitutes a contractual offer. The download agreement will not come into force between you and us unless and until we accept your order in accordance with the procedure detailed below.
In order to enter into the download agreement, you will need to take the following steps: (i) you must add any downloads you wish to purchase to your shopping cart, and then proceed to the checkout; (ii) you must provide your invoicing details, confirm your order and give your consent to the agreement; (iii) you will be transferred to the Protx website, and Protx will handle your payment; (v) we will send you an email containing a link to your document, or send you an email containing a copy of your document, or send you an email confirming that the download agreement has come into force (at which point, in each case, this download agreement will come into force).
We will not file a copy of the download agreement specifically in relation to your order. We may update the version of the download agreement on the website from time to time, and we do not guarantee that the version you have agreed to will remain accessible. We therefore recommend that you print and retain a copy of the download agreement for your records.
The only language in which we provide the download agreement is English.
Before you place your order, you will have the opportunity of identifying whether you have made any input errors. You may correct those input errors before placing your order using the website interface.
(4) Downloads
Our website offers a range of downloadable legal templates. The legal templates may include template contracts and agreements, template terms and conditions, template letters, template policies and procedures, and other legal templates.
(5) Price and payment
Prices for downloads are quoted on our website. It is possible that some of the prices on the website may be incorrect. We will verify prices as part of our sale procedures so that a download's correct price will be stated when you pay for the download.
Payment must be made upon the submission of your order. We will withhold the downloads if the price is not received from you on time, in full, in cleared funds.
The prices on the website include all value added taxes (where applicable).
Payment for all downloads must be made by through Protx by credit or debit card, or through PayPal.
Prices for downloads are liable to change at any time, but changes will not affect download agreements that have come into force.
(6) Your warranties
You warrant to us that:
(a) you are legally capable of entering into binding contracts;
(b) you have full authority, power and capacity to agree to the download agreement;
(c) the information provided in your order is accurate and complete; and
(d) you have or have access to the necessary computer systems, software and network connections to receive and enjoy the benefit of the downloads that you purchase.
(7) Licence to use downloads
In this Section, "Templates" means the legal templates that you purchase from our website; and "Derivatives" means adapted versions of Templates that do not include the footnotes or editing guidance (indicated by italic text, upper case text and/or square brackets) in the templates
Subject to your payment of the applicable price and compliance with the terms of the download agreement, we grant to you a worldwide non-exclusive non-transferable licence to make any Permitted Use of any Template; providing that you must not in any circumstances make any Prohibited Use of any Template.
The "Permitted Uses" are:
(a) downloading a copy of each Template;
(b) storing, viewing and editing an unlimited number of copies of each Template on a single desktop, notebook or other computer;
(c) publishing a single Derivative on a single website;
(d) printing an unlimited number of copies of any Derivative.
The “Prohibited Uses” are:
(a) the sale, licensing, sublicensing, renting, leasing or commercial distribution of any Template or Derivative in any format;
(b) the publishing of any Template (excluding the publication of a Derivative as expressly permitted above);
(c) the use of any Template or Derivative in any way that is unlawful or in breach of any person's legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;
(d) the use of any Template or Derivative to compete with us, whether directly or indirectly.
All rights in the downloads not expressly granted in the download agreement are hereby reserved.
You must retain, and must not delete, obscure or remove, copyright notices and other proprietary notices on any Template.
If you breach any of the terms of the download agreement, then the licence set out in this Section will be automatically terminated upon such breach (whether or not we notify you of termination).
Upon the termination of the licence set out in this Section, you will promptly and irrevocably delete from your computer systems and other electronic devices all copies of the Template(s) in your possession or control, and will permanently destroy any paper or other copies of the Template(s) in your possession or control.
(8) Consumer rights
Nothing in the download agreement affects any statutory rights you may have as a consumer.
If you are contracting as an consumer, you may cancel a download agreement at any time within 7 working days, beginning on the day after the download agreement comes into force, providing that we have not during that period actually sent to you or made available for download (e.g. by sending you an email containing a link enabling the download) the product(s) purchased under the agreement.
If you cancel a download agreement in accordance with this provision, you will receive a full refund of the price paid. Your notice of cancellation should be sent to the address or email address at the end of the download agreement.
(9) Limitation of warranties
WE SUPPLY DOWNLOADABLE TEMPLATE CONTRACTS AND OTHER LEGAL TEMPLATES. THESE DOCUMENTS INCLUDE GUIDANCE NOTES, WHICH CONTAIN INFORMATION ABOUT THE THE LAWS OF ENGLAND AND WALES. NEITHER THE TEMPLATES NOR THE ACCOMPANYING NOTES CONSTITUTE LEGAL ADVICE. THE LAW IS CHANGEABLE AND NOT ALWAYS CERTAIN; MOREOVER, WHILST OUR TEMPLATES ARE DESIGNED TO COVER A RANGE OF SITUATIONS, THEY CANNOT BE EXPECTED TO BE SUITABLE FOR ALL SITUATIONS. ACCORDINGLY, WE DO NOT GIVE ANY WARRANTIES OR GUARANTEES THAT ANY TEMPLATE YOU USE WILL BE SUITABLE FOR YOUR CIRCUMSTANCES.
IF YOU HAVE ANY DOUBTS ABOUT THE CORRECT USE OF THE TEMPLATES, YOU SHOULD SEEK LEGAL ADVICE FROM AN APPROPRIATELY QUALIFIED LAWYER.
THE DOWNLOAD AGREEMENT SETS OUT THE FULL EXTENT OF OUR OBLIGATIONS AND LIABLITIES IN RESPECT OF THE DOWNLOADS SUPPLIED HEREUNDER.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE FIRST PARAGRAPH OF SECTION 12, ALL CONDITIONS, WARRANTIES AND OTHER TERMS CONCERNING THE DOWNLOADS THAT MIGHT OTHERWISE BE IMPLIED INTO THE DOWNLOAD AGREEMENT ARE EXPRESSLY EXCLUDED.
(10) Refunds
If you cancel a download agreement and are entitled to a refund, we will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will process the refund due to you as soon as possible and, in any event, within 30 days of the day we received your valid notice of cancellation.
(11) Force majeure
In this Section and Section 12 below, “force majeure event” means:
(a) any event which is beyond our reasonable control;
(b) hacker attacks, or virus or other malicious software attacks or infections;
(c) problems with the internet, part of the internet, or any third party internet service provider; and/or
(d) power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars.
Where a force majeure event gives rise to a failure or delay in us performing our obligations under the download agreement, those obligations will be suspended for the duration of the force majeure event.
(12) Limitations of liability
NOTHING IN THE DOWNLOAD AGREMENT WILL LIMIT OR EXCLUDE YOUR OR OUR LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSE BY NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER MATTER FOR WHICH IT WOULD BE ILLEGAL TO LIMIT OR EXCLUDE, OR TO ATTEMPT TO LIMIT OR EXCLUDE, LIABILITY. SUBJECT TO THIS:
(A) WE WILL NOT BE LIABLE FOR ANY LOSSES ARISING OUT OF A FORCE MAJEURE EVENT;
(B) OUR LIABILITY IN CONNECTION WITH ANY DOWNLOAD IS STRICTLY LIMITED TO THE PURCHASE PRICE OF THE RELEVANT DOWNLOADS;
(C) WE WILL NOT BE LIABLE FOR ANY LOSS OF INCOME OR REVENUE, LOSS OF BUSINESS, LOSS OR PROFITS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA OR WASTE OF MANAGEMENT OR OFFICE TIME, OR LOSS OF GOODWILL OR REPUTATIONAL DAMAGE.
YOU ACCEPT THAT WE ARE A LIMITED LIABLITY ENTITY AND WE HAVE AN LEGITIMATE INTEREST IN LIMITING THE PERSONAL LIABLITY OF OUR PARTNERS AND EMPLOYEES. HAVING REGARD TO THAT INTEREST, YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST INDIVIDUAL PARTNERS OR EMPLOYEES IN RESPECT OF ANY LOSSES THAT YOU MAY SUFFER IN CONNECTION WITH THE DOWNLOADS OR THE DOWNLOAD AGREEMENT. THIS WILL NOT OF COURSE EXCLUDE THE LIABILITY OF SEQ LEGAL LLP FOR THE ACTS AND OMMISSIONS OF ITS PARTNERS AND EMPLOYEES.
(13) Business customers: indemnity
If you are a business customer, you hereby indemnify us and undertake to keep us indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by you of any of your obligations under the download agreement or any infringement by you of any of our or our licensors' intellectual property rights.
(14) Download agreement termination
We may terminate a download agreement immediately by written notice to you if you fail to pay, on time and in full, any amount due to use under the download agreement, or if you commit any breach of your obligations to us under the download agreement.
(15) Consequences of termination
Upon the termination of the download agreement:
(a) we will cease to have any obligation to make available or deliver downloads which are undelivered at the date of termination;
(b) subject to Section 8, you will not be entitled to any refund and will continue to have an obligation to pay for downloads; and
(c) all the provisions of the download agreement (including without limitation the licence in Section 7) will cease to have effect, except that Sections 12, 13, 15 and 16 will survive termination and have effect indefinitely.
(16) General terms
The download agreement may only be varied by an instrument in writing signed by both you and us. We may revise the download agreement published on our website from time-to-time, but such revisions will not affect the terms of any contracts which we have entered into with you.
If any provision of the download agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and such invalid or unenforceable provisions or portion thereof will be deemed omitted.
No waiver of any provision of the download agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of the download agreement.
You may not transfer, assign, charge, sub-contract, sub-license or otherwise deal in any of your rights or obligations arising under the download agreement. Any attempt by you to do so will be null and void. We may transfer, assign, charge, sub-contract, sub-license or otherwise deal in any or all of our rights or obligations arising under the download agreement, at any time – providing where you are a consumer that such action does not serve to reduce the guarantees benefiting you under the download agreement.
The limitations of warranties and liability in this download agreement protect all our third party suppliers of legal templates or legal information. Subject to this, the download agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement of the download agreement is not subject to the consent of any person who is not a party to the download agreement.
Subject to the first paragraph of Section 12: the download agreement contains the entire agreement and understanding of the parties in relation to the purchase of downloads from our website, and supersedes all previous agreements and understandings between the parties in relation to the purchase of downloads from our website; and each party acknowledges that no representations not expressly contained in the download agreement have been made by or on behalf of the other party in relation to the purchase of downloads from our website.
The download agreement will be governed by and construed in accordance with English law, and the courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in relation to the download agreement (providing that we may bring proceedings to enforce our contractual or intellectual property rights in any jurisdiction in which you are resident, established or operating).
|
