LawFlow® Terms of Use
Version 1.1: 1 August 2017 (changed from “End User Licence Agreement” to “Terms of Use”, added references to lawflow.nz domain, incorporated previously separate disclaimer)
These Terms of Use (“Terms”, “agreement”) are a legal agreement between you (and, where the context permits, includes any entity on whose behalf you use the Service or Site) and LawFlow Limited.
The Service and Site are made available upon these Terms. By registering to use the Service or by accessing or using the Service or Site, you:
Acknowledge that you have read these Terms and agree to be bound by them; and
Acknowledge that you are authorised to act on behalf of any entity for whom you are using the Service or Site, and are deemed to have agreed to these Terms on their behalf.
If you, or any entity for whom you are using the Service or Site, do not agree to the terms and conditions of these Terms, you are not authorised to use the Service or Site and must not use or access the Service or Site.
We may amend these Terms in whole or in part from time-to-time. Amendments will be effective upon posting of the amended Terms on the Site. You are responsible for ensuring you have read and agree to the most recent Terms. Your continued use of the Service or Site will represent your agreement to be bound by the amended Terms.
We will use reasonable endeavours to provide and maintain the Service. We grant you a non-exclusive, non-transferable and non-assignable right to use the Service on the terms of this agreement. You acknowledge and agree that:
Unless otherwise agreed by us in writing, the Service does not include any design, development, modification and maintenance of Your Data other than that provided by us (at our sole discretion) as part of providing the Service.
Neither we nor our Personnel are providing legal advice or any other professional advice or guidance intended to be relied upon.
You are solely responsible for the security of your equipment, hardware and software, and communications to/from the Service are solely at your own risk.
We do not guarantee or warrant that your equipment, hardware, software or Your Data is compatible with the Service, or that the Service (or aspects of it) will be suitable for your particular circumstances or needs.
The Service contains certain system-mandated rules and limitations and your use of the Service is subject to those rules and limitations. The Service may be varied from time to time.
Access to the Service is dependent on third-parties (e.g. internet providers), and unless separately agreed in writing, we do not guarantee any particular uptime or service level for the Service.
You retain full ownership of, and all Intellectual Property Rights in, Your Data.
We will not use Your Data for any purpose other than providing you with the Service. You grant to us a licence to store, back-up, copy, and transmit Your Data for the purposes of supplying the Service to you.
You accept sole responsibility for all of Your Data, and shall ensure that you have all necessary copyrights, licences, permissions and consents in respect of Your Data. We do not accept any liability with respect to Your Data, and you access, use and store Your Data at your own sole risk.
You must not transmit or input into the Service any files or data that is or are illegal or harmful or potentially harmful to the Service. We may require you to remove Your Data if in our opinion it is not appropriate for the Service.
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this agreement, and neither party will disclose any Confidential Information or use the same for its own benefit, other than as contemplated by this agreement.
This clause 4 does not apply to information which is or becomes lawfully available to the other (other than by a breach of this agreement), or is received from a third party, or is already in the possession of (or is independently developed by) the receiving party.
Projects will be charged on a monthly subscription basis in accordance with clause 6.
You can cancel a Project subscription at any time upon notice to us (for the avoidance of doubt, cancelling a Project does not terminate this agreement).
We may cancel a Project subscription at any time upon notice to you if:
You fail to pay the charges for the Project when due;
You are otherwise in breach of this agreement, and fail to remedy the breach within 5 Business Days of being given notice to do so; or
This agreement is terminated pursuant to clause 11.
Upon cancellation of a Project subscription, access to the Project will be terminated at the end of the period for which the monthly fee has been paid (or if cancelled pursuant to sub-clause (c), access may be terminated immediately).
You must ensure that you have removed all Project Data (via the Service) that you wish to retain from a Project, before termination of access to the Project.
Following termination of access to a Project, we will retain the Project Data for no less than 30 days during which period you can request by notice that we provide the Project Data to you (which we may provide on physical media, and for which you agree to meet our reasonable expenses), following which we may at our sole discretion delete the Project and Project Data.
Projects may have built-in limits and restrictions, including but not limited to the maximum number or size of documents that may be loaded and the maximum number of users, and these may be changed from time to time.
The charges for the Service (including Project charges) are set out in our Pricing Schedule. You agree to pay all Service charges incurred by you or any of your designated users.
Unless otherwise specified, charges are exclusive of goods and services taxes (GST) or other applicable taxes.
Where a Project or other service is cancelled, no refund will be given for any fees paid, paid in advance, or unused.
If full payment of a charge has not been made on its due date (which unless otherwise specified shall be 10 days following the date that we issue an invoice for payment of a charge), we may charge interest on all sums outstanding at the rate of 2% per month on a daily basis from the due date to the date full payment is received by us and charge you any collection and handling fees incurred by us.
If you do not query the charges stated in an invoice within 10 days of the date of the invoice then you will be deemed to have accepted the invoice. In case of a dispute over any Service usage our decision based on our Service usage records and will be final and binding on you. You must not withhold payment of any part of a charge that is in dispute.
You must:
Keep your user identification codes and passwords secure, and contact us immediately if you suspect any unauthorised use or disclosure of your user identification codes or passwords.
Use the Service for lawful purposes only, and ensure that you comply with any Intellectual Property Rights, privacy or other laws relating to Your Data or your use of the Service.
Ensure that any information which you give to us relating to this agreement or your use of the Service is complete and accurate, and advise us promptly if your contact details change.
Follow our reasonable directions about the use of the Service, including complying with any acceptable use policies or technical requirements that we may publish from time-to-time.
Ensure that anyone else who uses the Service on your behalf or instruction complies with the terms of this agreement.
Keep confidential any data accessed without authority or accidentally disclosed to you in connection with your use of the Service, and immediately notify us in writing of the same, and immediately provide to us and/or delete such data on request.
We will provide you with free online support for the Service, which comprises:
Email support (e.g. questions about the system, technical assistance); and
Online resources made available from time-to-time, such as guides and tips within the Service.
While we will use our reasonable endeavours to respond to all email support requests, we cannot guarantee a response. We also reserve the right to require that certain requests be carried out as extended support or training (by separate arrangement with you).
We will endeavour to backup Your Data in accordance with our backup regime. In the event of equipment failure or data corruption we will endeavour to restore from the last known good backup, but do not make any representation that there will be no loss of data. Accordingly, you agree to maintain a recent copy of Your Data at your premises at all times.
Title, ownership, and all Intellectual Property Rights in any material provided by us, including but not limited to our software and documentation that is incorporated into the Service or the Site, shall remain at all times with us and/or our licensors. You agree that you will not question or dispute the ownership by us and/or our licensors of these Intellectual Property Rights or other rights.
This agreement shall run until the agreement is terminated pursuant to clauses 11.2 or 11.3.
Either party can terminate this agreement by providing one (1) month notice to the other party.
We may terminate this agreement or the supply of the Service (in whole or part) with immediate effect by giving notice to you if you:
Breach this agreement;
Enter into a composition with your creditors, enter into any form of voluntary or statutory administration, are declared bankrupt, go into liquidation, or a receiver, administrator, or statutory manager is appointed in respect of you; or
Without our express written authorisation use, modify, alter or tamper with the Service.
Clauses 4, 5(f), 6, 10, 13 and 14 (as well as this clause 11.4) will continue in full force and effect after termination of this agreement.
We may suspend, disconnect or discontinue the Service in whole or in part at any time without notice and without compensation if in our reasonable opinion:
It is necessary to safeguard the provision or integrity of the Service;
The Service or equipment fails or requires urgent modification or maintenance;
There is or has been unauthorised, unlawful or fraudulent use of the Service;
Your use of the Service is causing or may potentially cause damage or interference to the Server;
It is necessary to comply with a direction, order or request of any government authority or other competent authority; or
You do not comply with any of the terms of this agreement.
We may from time-to-time temporarily suspend the Service in order to carry out standard maintenance. We will endeavour to give reasonable notice of such outages, where the outage is expected to last more than a few minutes.
You acknowledge that the Service and Site utilises resources shared by other users, and that while we endeavour to ensure that use of the Service and Site are not affected by the shared environment, the risks of design problems, errors or outages cannot be eliminated.
You acknowledge and agree that:
You are acquiring the right to access and use the Services for the purposes of a business and the Consumer Guarantees Act 1993 does not apply.
The Service, the Site and all related materials, features, components, programs, information and output available through the Service or the Site are provided strictly on an “as is” and “as available” basis and at your own sole risk, and we do not warrant or represent that the Service or the Site will be uninterrupted or error-free, or that any information, data or other output is complete, correct or up-to-date.
To the fullest extent permissible by law, any condition or warranty that is not expressly recorded in this agreement is excluded from this agreement, including, without limitation, the implied warranties of merchantability and fitness for purpose, and no oral or written information or advice given by any Personnel or other representative shall create a warranty or condition or in any way increase the scope of an existing warranty or condition.
Except as provided in paragraph (b) of this clause 13.2, under no circumstances shall we (nor any Personnel) be liable for any costs, losses, damages or harm whatsoever (including, without limitation, direct loss, indirect or consequential loss, loss of profits, business interruption, loss or release of data, information or documents, reputational damage, or other pecuniary loss) in contract, tort (including negligence) or otherwise, arising in any way out of or in connection with this agreement or the Service or the Site or Your Data or any related service or process, even if we have been advised of the possibility of such damages.
Where a condition or warranty cannot legally be excluded, our maximum aggregate liability and your sole remedy shall be limited to one or more of (at our election):
The supplying of the Service again; or
The payments made by you in the preceding six (6) months for use of the Service.
No action arising out of or in connection with this agreement or any related service or process, regardless of form, may be brought by you more than 12 months after the cause of action arose.
If you are not satisfied with the Service, your sole and exclusive remedy shall be to cease using the Service and terminate this agreement in accordance with clause 11.2.
You agree to indemnify us (and separately our Personnel) against any liability, costs, losses, claims, or damages (including legal fees and disbursements on a solicitor and own client basis) arising in any way from or in connection with:
Your default or failure to perform your obligations under this agreement;
Any act of omission for which you are responsible at law, or undertaken at your request;
Non-payment of charges when they become due or any action taken by us under clause 5(f);
Your use of the Service or Site;
Your Data, including but not limited to claims for defamation, infringement of Intellectual Property Rights or other proprietary rights, breach of privacy or confidence, or data loss or disclosure relating to Your Data; or
Any claim or demand by a third party in connection with your use of the Service or Site.
In the event of any dispute or difference whatsoever arising between the Parties in connection with their rights or obligations under (or in relation to) this agreement:
The Parties will endeavour to resolve any dispute by negotiation in good faith.
Should the Parties fail to resolve the dispute or difference by negotiation within fifteen (15) Business Days, then either Party may refer such dispute to the arbitration of an arbitrator to be agreed, or failing agreement to be appointed by the then President of the New Zealand Law Society (provided that the arbitrator must have experience in e-commerce and information technology). Unless otherwise agreed, the arbitration shall be conducted in Auckland, New Zealand. The arbitrator shall not have the power to adopt inquisitorial processes pursuant to article (3)(1)(a) of the Second Schedule of the Arbitration Act 1996.
The arbitration award shall be final and binding on the parties. Each of the parties hereby waives and excludes any right of judicial review, by way both of preliminary determination of points of law and of appeal, it may have in connection with any arbitration proceedings held thereunder pursuant to article 4 or article 5 of the Second Schedule of the Arbitration Act 1996.
Notices required to be given to us must be given by email sent to info@lawflow.co.nz and such notice shall be deemed effective upon the date and time of receipt as stated on an email delivery receipt confirming successful delivery. Notices required to be given to you may be given by email sent to the email address last recorded for your account in the Service (such notice deemed to have been given on transmission), or by post to your last known address.
You shall not transfer or assign any of your liabilities or rights under this agreement to any other person without our prior written consent.
We may transfer or assign part or all of our rights and obligations under this agreement to another party in our absolute discretion, provided we believe that the transfer or assignment will not cause a materially negative impact on the ongoing supply of the Service to you.
This agreement:
Represents the whole of the contract and understanding between the Parties; and
Replaces all prior agreements and understandings between the Parties, whether written, oral or both, with respect to the subject matter of this agreement.
If one or more of the provisions or part of any provision of this agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision or other part of any provision of this agreement and shall be severed from this agreement so that the remaining provisions or other part of any provision shall remain in full force and effect shall be valid and enforceable to the fullest extent permitted by law.
These terms and conditions are governed by and shall be construed in accordance with the law of New Zealand and the Parties irrevocably submit to the non-exclusive jurisdiction of the Courts in that country.
All variations to this agreement shall be in writing.
No failure or delay by us to exercise any power, remedy or right in relation to this agreement shall:
Prejudice, limit or affect or operate as a waiver of that power, remedy or right; or
Be deemed to waive any default or breach of any obligation, liability or agreement.
The exercise or partial exercise of any power, remedy or right by us shall be without prejudice to our right to exercise that or any other power, remedy or right at the same time or in the future.
Without limiting clause 13.2, we shall not be liable for any delay or failure to perform any obligation under this agreement to the extent that the delay or failure is caused by an event beyond our reasonable control. Those events include but are not limited to acts of God, acts of Government, war, labour disputes, unavailability of parts, equipment failure, communications failure, and component failure.
Business Day means any day on which banks in New Zealand are open for business, but shall not include either Saturday or Sunday, or any day between 22 December – 10 January (inclusive).
Confidential Information means all information exchanged between the parties in connection with the Service, but excludes information which is, or becomes, lawfully available to the other (other than by breach of this agreement).
Intellectual Property Rights means all rights conferred under statute, common law and equity in and in relation to inventions, designs, trade marks, trade names, logos and get up, confidential information and copyright and any other right granted by operation of law which confers protection on any written, artistic or other work created by intellectual effort and all associated intangible assets created as a by-product (including market position, brands, trade names) in relation to any work.
Parties means you and us.
Personnel means our employees, agents, officers and contractors.
Pricing Schedule means our schedule of charges as prevailing from time-to-time.
Project means a discovery project established in the Service.
Project Data means Your Data stored in a Project.
Service means the services provided by us to or for you, including provision of the online discovery system known as LawFlow accessible on the Site, and any support or related services.
Site means our websites (lawflow.co.nz, lawflow.nz, and any subdomains thereof) and all related sites, systems, services, online applications, files, materials, features, components and programs.
we, us or our or LawFlow means LawFlow Limited and its successors and permitted assigns.
you, your or yours means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service, and includes their agents, successors and permitted assigns.
Your Data means any documents, files, information or other materials uploaded by you (or by us on your behalf) to the Service, or otherwise provided by you to us (including on physical media), including document, files and information stored in Projects.
In this agreement, unless the context otherwise requires:
“Person” or “entity” includes references to any natural person, company, corporation, firm, partnership, joint venture, society, organisation or other group or association of persons (whether incorporated or not), trust, state or agency of state, statutory or regulatory body, local authority, government or governmental or semi-governmental body or agency (in each case whether or not having separate legal personality).
Any period shall (unless the contrary is expressly stated or defined) include the whole of the day on which the period commences and the whole of the day on which it expires.
Any reference to legislation, statute, regulation, ruling, code, rules or ordinance includes reference to any modification, substitute for, consolidation or re-enactment of it and any regulation, order in council or other instrument from time-to-time made or issued under such legislation, statute, regulation, ruling, code, rules or ordinance.
A document or agreement between the Parties to this agreement (including this agreement) includes such document or agreement as modified varied, supplemented, novated, replaced or substituted from time-to-time.
Headings, marginal notes and the table of contents (if any) are included for convenience only and shall not affect the interpretation of this agreement except where the headings are used to indicate a cross-reference between clauses.
Information on the Site is provided on an "as is" basis and is not intended, and must not be taken or relied upon, as advice (legal or otherwise). We do not represent the accuracy of any information, and any reliance is at your own risk. You must seek your own specific professional advice in relation to any material on the Site. We (in these terms, LawFlow Limited and its employees, agents, officers and contractors) do not accept any liability for any error, misstatement or omission in relation to material on the Site.
To the maximum extent permitted by law, we provide this site and related information without any warranties, representations, or guarantees of any kind (whether, express, implied, statutory or otherwise), and we will not be liable for any costs, losses or damages whatsoever (including, without limitation, direct loss, indirect or consequential loss, loss of profits, business interruption, loss of data, information or documents, reputational damage, or other pecuniary loss) in contract, tort (including negligence) or otherwise, arising in any way out of or in connection with the Site.