LawVu Terms and Conditions - Version Date: 1 August 2022
These SaaS Terms and Conditions, are entered into between LawVu Limited of 26-28, Wharf Street, Tauranga 3110. New Zealand (“us, we”) and you and any entity or firm you are authorised to represent (collectively “you, your”). Together with any related Purchase Order, these Terms and Conditions form the Agreement. If there is a conflict between any part or parts of this Agreement, the Purchase Order will apply to the extent of the conflict (and if there is more than one Purchase Order applicable to the same matter, they will take priority in order of recency, with the most recent having first priority, and the least recent having last priority). Capitalised terms not otherwise defined in these SaaS Terms and Conditions, have the meaning in the Order Forms.
1.1 Service: We will provide you with the Services in accordance with the terms of this Agreement and each Order Form you and we agree to. We give you a non-exclusive non-transferable licence to access and use the Service through the Platform, to enable you and your Personnel to use the Services during the applicable Order Form Term as permitted in this Agreement. You may allow your Service Providers to use the Services to provide or receive services from you. You are responsible for ensuring that your Personnel and Service Providers comply with the terms of this Agreement. We may from time to time make available to you additional related services to supplement the Services, which you may choose to accept by agreeing to the related terms and conditions. Where an Order Form includes a milestone, we will use reasonable endeavours to achieve those milestones within the target timeframes specified, but noting that we are reliant on your cooperation to do so.
1.2 Service Levels: We work hard to minimise any downtime, but sometimes it is necessary so we can keep our Services updated and secure. We will use commercially reasonable efforts to make sure that Services are available at least 99.95% of the time. This excludes scheduled maintenance, which we aim to schedule outside of usual business hours and provide notice of, although we cannot guarantee this. This also excludes your internet service provider, a force majeure event, systemic internet failures, failure in your hardware, software or network connection, your bandwidth restrictions, your acts or omissions or anything outside our direct control. As with any service that relies on the internet, occasionally you may not be able to access the Services and your data for any number of reasons.
1.3 Your obligations: You will perform your obligations set out in the Agreement and Order Form and provide all assistance and information reasonably requested by us. You will only use the Services for your internal business purposes. You cannot resell or make the Services available to any other party except Service Providers as set out in this Agreement. You cannot use the Services in a manner that breaches any third party right (including intellectual property and privacy rights), or in a manner that is objectionable or illegal. You will comply with our reasonable instructions relating to access to and use of the Services, including any acceptable use policies we may publish from time to time and make available to you via the Platform (“Acceptable Use Policies”). You must take reasonable measures to ensure malicious software or content is not uploaded to the system either deliberately or inadvertently. You must also take reasonable measures to protect yourself from malicious software or content through the use of Anti-Virus or other malicious content protection tools. You cannot undermine the security or integrity of, or impair the functionality of, the underlying systems. You cannot use the Services in a way that would negatively impact another user’s access to the Services, or in an attempt to access data you are not authorised to access. You must ensure that only authorised Personnel and Service Providers access the Services, and notify us immediately if any unauthorised access has or may have taken place. You will not decompile, reverse-engineer or otherwise attempt to derive the source code of any software forming part of the Services or their underlying systems.
1.4 Updates and Enhancements. We may from time to time update the Services in our sole discretion, provided that these updates will not have a materially detrimental impact on the Services. Unless otherwise agreed, you will not have to pay additional fees for these updates.
2 DATA AND SECURITY
2.2 Security: We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality and integrity of your Personal Data. We will take standard industry measures to back up all User Data. Read more about our security practices on our https://lawvu.com/trust-center/. We may introduce security features to make your account more secure, such as multi-factor authentication. We may require you to adopt some of these features. Where we make the use optional, you are responsible (and we are not liable) for any consequences of not using those features, although their use is strongly encouraged. You must implement and actively maintain appropriate security arrangements, including physical security, password and encryption tools, sharing usage guidelines with Personnel, use of reputable anti-virus software and use of other reasonable security measures specified by us from time to time.
2.3 Anonymised statistical data: When you use our Services, we may create anonymised statistical data from your data and usage of our Services, including through aggregation. Once anonymised, we may combine or incorporate it with other data from other clients or individuals and use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. We will be the owners of all right, title and interest in and to the anonymised data.
2.4 Data breach notifications: Where we think there has been unauthorised access to User Data, we will let you know and give you information about what has happened. Depending on the nature of the unauthorised access, and the location of your affected contacts, you may be required to assess whether the unauthorised access must be reported to the contact and/or a relevant authority. We think you are best placed to make this decision, because you will have the most knowledge about the personal data stored in your subscription.
2.5 Your Obligations. You have an important part to play in data protection and data security. You must obtain all necessary consents from relevant individuals to enable us to collect, use, hold and process your Personal Data under this Agreement. You also promise to provide us with accurate, current and complete information, including your legal business name, address, email address and phone number, and promptly let us know if this information changes. You will notify us immediately when you become aware of an actual, suspected or potential data breach. To help avoid breaches, you agree to keep your login details secure, not share them with anyone and have strong security on your own systems. You agree not to use free form field, support chat or email to store or share Personal Data.
- FEES AND PAYMENT
3.1 Fees: You will pay our Fees in accordance with the Order Form and this Agreement. Fees are non-refundable and must be paid without set off or deduction. Unless specified otherwise in the Order Form, all Fees payable are due within 30 days from the date of invoice. Unless otherwise agreed in the Order Form, all Fees will be invoiced and paid in the currency set out in the Order Form.
3.2 Tax exclusive: Unless stated otherwise, all Fees and charges are exclusive of applicable goods and services taxes or other applicable taxes (excluding taxes on our net income), which must be paid to Supplier at the time that the relevant Fee or charge is paid.
3.3 Default interest: You may be required to pay interest at the default interest rate of 5% above our bank overdraft rate as set from time to time on any overdue amounts under this Agreement, calculated daily from the due date until the actual date of payment. You will pay all reasonable costs (including collection costs) that we incur in attempting to recover any such overdue amounts on an indemnity basis.
3.4 Fee Increases: We may increase the Fees applicable to the Services with effect from the commencement of each subscription renewal period by providing you with not less than 60 days written notice prior to the change taking effect, such increase must not exceed the higher of the percentage increase in the consumer price index for the preceding 12-month period of published data or 5%. If you do not wish to accept the price increase, you may elect not to renew the Agreement.
- INTELLECTUAL PROPERTY
4.1 Your IP: As between us, you own all your User Data, and all your branding and trademarks used in connection with the Services (or services which rely on the Services), including all copyrighted works, trademarks, designs, inventions and other intellectual property (“Your IP”). You give us a licence to use, copy, transmit, store, analyse, and back up your User Data and other Personal Data of yourself and others for the purposes of this Agreement. This licence will expire upon termination or expiry of this Agreement provided that you acknowledge that we may retain your User Data to the extent contained in back-up tapes for a period of up to one year after termination or expiry during which time clauses 2, 4 and 5 shall continue to apply (as applicable) to such data held by us.
4.2 Our IP: As between us and you, we own everything we have put into our Services and the Platform (“Our IP”). This includes all copyrighted works, trademarks, designs, inventions and other intellectual property, all new Service features, upgrades, and updates and anything developed or delivered by or on behalf of us under this Agreement (including all deliverables, documentation and other materials, all APIs and interfaces used in connection with the Services). It also includes our branding and trademarks, as well as any feedback you give us relating to the Services. We give you a non-exclusive worldwide licence to use and access the Services and Platform in accordance with the terms of this Agreement, including the specific terms set out in each Order Form. Unless specified otherwise in an Order Form, this licence will expire immediately upon termination or expiry of the relevant Order Form (or, any longer period that may be agreed by us and you under agreed commercial terms.)
4.3 Our Indemnity: We indemnify you against loss, damage, costs and expenses you suffer in respect of any third party claim that your use of the Services or Platform infringes any intellectual property right of that third party on a few conditions. Firstly, the claim must not have, in part or full, arisen from: (i) unauthorised use or any modification of the Platform or Services, by you (or your Personnel or Service Providers); (ii) your (or your Personnel or Service Providers’) breach of this Agreement (including the Acceptable Use Policy); (iii) materials not supplied by us (including, use of the Platform or Services in combination with any third party intellectual property rights) or (iv) any third party data or Personal Data. Secondly, you must immediately notify us in writing of the claim arising. Thirdly, you must give us sole control of the defence of the claim and all related settlement negotiations, and give us all assistance, information and authority reasonably necessary to defend and/or settle the claim.
4.4 Your Indemnity: You indemnify us against all loss, damage, costs and expenses that we incur as a result of any claim (i) that Your IP, Personal Data or any other data provided, or used, by or on behalf of you breaches any law or the intellectual property rights or any other right of any third party or is objectionable, or (ii) that you, your Personnel or Service Providers use Our IP in a manner not permitted by this Agreement. You also indemnify us against all loss, damage, costs and expenses that we incur as a result of any claim that is threatened or commenced by a Service Provider or your Personnel against us or our suppliers relating to the provision of the Services, except to the extent that the claim has arisen as a direct result of our breach of the terms of this Agreement.
4.5 Dealing with IP Claim: In the event that any IP Claim arises under clause 4.3, we may at our sole discretion and expense secure your right to continue to use the Services and Platform or modify the affected Services and Platform to render them non-infringing, or secure replacement deliverables or services of equivalent functionality or terminate this Agreement or the relevant Order Form with immediate effect and refund any unused, prepaid Fees for such Services.
4.6 Know-how: Nothing in this clause 4 will prevent us from using the know-how, ideas and concepts contributed to, or developed by, us under this Agreement, provided that such use does not breach our confidentiality obligations.
5.1 Confidentiality obligation: While using our Services, you may share Confidential Information with us, and you may become aware of Confidential Information about us. “Confidential Information” includes that which would be reasonably expected to be confidential by nature, is marked or identified as confidential, or relates to Our IP, our financial position, business, sales, marketing or other operations. It also includes your User Data. Each of us must keep the other’s Confidential Information confidential unless disclosure is required by law or the rules of a stock exchange, or is necessary to give effect to this Agreement, or the information is public knowledge (except as a result of a breach of an obligation of confidence under this Agreement), or the information was received from a third party without restriction and without breach of any obligation of confidentiality, or disclosure is made to a lawyer, accountant or another professional advisor or related party of yours or ours. If Confidential Information is to be disclosed by law or stock exchange rules, the party disclosing it must immediately notify the other party in writing (where permissible) and only disclose to the extent required. Except where the information is public knowledge or received from a third party without restriction, any disclosure of Confidential Information under this section 5 shall be subject to the disclosing party first obtaining an undertaking of confidentiality from the recipient on terms similar to those set out in this section (or, where the disclosure is required by law or stock exchange rules, shall be subject to the disclosing party using reasonable efforts to obtain such an undertaking).
Where Confidential Information is Personal Data, the provisions of clause 2 (and not this clause 5) shall apply.
5.2 Returning Confidential Information. Except as otherwise agreed, if requested each of us must immediately return to the other or destroy the other’s Confidential Information, except where required to be retained by applicable law or by a regulatory authority, or where the information is located on a server as a result of automatic back-up of data in the usual operations of a party, and that data is not readily retrievable, provided that the information remains confidential.
6 WARRANTY, LIABILITY AND INDEMNITY
6.1 Warranty: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
6.2 Warranty disclaimer: To the fullest extent permitted by law, and except as expressly set out in this Agreement, we disclaim and exclude all representations, warranties and conditions, whether express, implied or statutory, relating to the Services and associated deliverables and documentation we supply to you under this Agreement.
6.3 No guarantee: We do not warrant that the Services will be performed error-free or uninterrupted, or that the Services or associated deliverables will meet your requirements or comply with, or enable you to comply with, any particular law applicable to you. We are not responsible for any issues related to the performance, operation or security of the Services that arise from User Data, your use of the Services other than in accordance with this Agreement, or your use of third party applications or services provided by third parties that are not our Subcontractors.
6.5 Consequential Loss: To the extent permitted by applicable law, we will have no liability to you, and you will have no liability to us in respect of any indirect, consequential or special loss, loss of profits, loss of data, revenue, business or goodwill or losses suffered or incurred by a party to the extent to which these result from the act or omission by that party.
6.6 Liability: Each party’s maximum liability under this Agreement (whether in contract, tort or otherwise), in aggregate in respect of all events and breaches of this Agreement occurring within any calendar year, is limited to the total Fees paid or payable by you to us under this Agreement in respect of that calendar year. This liability cap does not apply to personal liability under this Agreement for personal injury or death or fraud.
6.7 Adequacy: You must satisfy yourself as to the adequacy, appropriateness and compatibility of the Services for your requirements and you will be responsible for all decisions that you make in relation to your use of the Services.
6.8 Exclusions: Nothing in this Agreement shall operate to exclude or limit your or our liability to the extent such exclusions or limitations are not permitted under applicable law.
7 TERM AND TERMINATION
7.1 Term: This Agreement will commence on the Effective Date and will terminate on the expiry or termination of the last Order Form. Each Order Form continues for its Initial Subscription Term. At the end of each Initial Subscription Term, the relevant Order Form automatically renews for successive Subscription Renewal Terms, provided you continue to pay relevant Fees when they come due. You or we may choose not to renew the Order Form by letting the other know in writing at least 30 days before the Initial Subscription Term or Subscription Renewal Term (as applicable) expires.
7.2 Termination: This Agreement, or any Order Form, may be terminated early or suspended in accordance with this clause 7.2, clause 7.3 or any termination rights set out in an Order Form. We or you may terminate this Agreement or any Order Form immediately if the other party breaches any material provision of the Agreement and does not remedy the breach within 10 days of notice or the breach cannot be remedied, or where the other party’s business becomes insolvent, goes into liquidation or has a receiver or manager appointed over any of its assets, makes any arrangements with creditors, or becomes subject to any similar insolvency event in any jurisdiction. We can also terminate immediately if you do not pay your Fees as they fall due, or if any of your Personnel or Service Providers undermine or attempt to undermine the security, integrity, functionality or availability of the Services or their underlying systems or content, or uses the Services for unlawful or improper purposes or in a way that materially reduces the operational performance of the Services or in violation of the Acceptable Use Policy. You may terminate the Agreement if we change our fees or unilaterally amend this Agreement, where such change would have a material detrimental impact on you, and in such a case you will be entitled to a pro rata refund for the unused portion of prepaid Fees.
7.3 Suspension: We may choose to suspend your or your Personnels’ or Service Providers’ access to the Services (in whole or in part) or all or any data immediately where we have a right to terminate for any of the reasons in clause 7.2 above. If we suspend access to the Services we will, where reasonably practicable, provide you with advance notice of such suspension and will lift that suspension and allow access again once the event or issue which led to the suspension has been resolved. You will still need to pay Fees for the duration of any suspension.
7.4 Post Termination: Our rights and obligations under the Agreement are not impacted by termination or expiry of the Agreement. For example, you will still need to pay any Fees for Services provided prior to termination or expiry.
7.5 Consequences of termination: When this Agreement terminates, you will no longer have a right to access and use the Services. All agreed Fees for work up to the date of termination will become immediately due, and no Fees are refundable. Confidential Information must be treated in accordance with clause 5. At any time within one month of termination or expiry, you may request a copy of your User Data, to the extent you haven’t previously requested that we delete such data. We will provide a copy of the User Data in a common electronic form determined by us. After that, your data is no longer available to you via the Platform and we may delete User Data. Termination will not impact the continuation of provisions that expressly or implicitly are intended to continue after termination or expiry including 2, 4 and 5 (to the extent applicable under clause 4.1), 3, 6.5, 6.6, 9.1, 9.2, 9.5-9.10 and 9.12 (and any provisions of any Order Forms which expressly or by their nature are intended to continue).
8 DISPUTE RESOLUTION
8.1 Disputes: If any genuine dispute arises between us and you in connection with this Agreement we or you may give written notice to the other specifying the nature of the dispute and requiring that an authorised representative of each party meet, within 10 Business Days of receipt of the written notice to attempt to resolve the Dispute. The representatives will make all reasonable attempts to resolve the dispute at this meeting.
8.2 Arbitration: If the dispute remains unresolved within 20 Business Days (or such other period agreed between the parties) of provision of the dispute notice then either you or us shall have the right to refer the matter to binding arbitration under the Arbitration Act 1996 by a single arbitrator. The referral to arbitration will be commenced by a party serving written notice on the other party or parties to the dispute stating in full the subject matter and details of the dispute and requiring the dispute to be referred to an arbitrator to be appointed by agreement between the parties. Failing agreement within five Business Days after the date of service of the written notice, the arbitrator will be appointed at the request of a party by the chairperson or any other office holder for the time being of the Arbitrators' and Mediators' Institute of New Zealand Inc ("AMINZ") or the nominee of such chairperson or other office holder. The decision of the arbitrator shall be final and binding on the parties, and the costs of the arbitrator will (subject to any award by the arbitrator) be borne equally by the parties to the dispute.
8.3 Legal proceedings: Nothing in this Agreement will preclude either party from taking immediate steps to seek interim or preliminary relief in respect of a dispute before a court.
9.1 Assignment and Novations: You may not assign or otherwise transfer any of your rights or obligations under this Agreement to any other person without our prior written consent. You give your approval to assign or novate this Agreement in whole or in part, including to (i) a subsidiary or affiliate, (ii) an acquirer of ours (or our affiliate’s) equity, business or assets, or (iii) a successor by merger. We may appoint subcontractors to perform any of our obligations under this Agreement.
9.2 Entire agreement: This Agreement, together with the documents referred to in this Agreement, records the entire agreement between you and us relating to the matters dealt with in this Agreement, and supersedes all previous arrangements, whether written, oral or both, relating to such matters.
9.3 Export: You and we agree to comply with all applicable export laws and regulations (including "deemed export" and "deemed re-export" regulations) to the extent applicable to your use or supply of the Services, respectively. You agree that no data, information, software programs and/or materials resulting from the Services will be exported, directly or indirectly, in violation of applicable export laws or will be used for any purposes prohibited by these laws.
9.4 Force Majeure: Neither of us will be liable for any act, omission or failure by us under this Agreement if that act, omission or failure results directly from an event which is beyond that party’s reasonable control (including acts of God or public enemy, epidemic, pandemic, flood, earthquake, storm, cyclone, tornado, hurricane, lightning, fire, explosion, war, embargoes, riot or civil disturbances, sabotage, expropriation, confiscation or requisitioning of facilities, the imposition of disabling exchange rate controls, orders or temporary or permanent injunctions of any duly constituted court of competent jurisdiction), which the impacted party did not cause and could not have taken reasonable measures to prevent. However, for this exclusion to apply the party impacted by the event must as soon as reasonably practicable notify the other party in writing describing the event and by the exercise of good industry practice try to overcome and mitigate the effects of the event and complete their obligations under this Agreement. This exclusion does not include inability to perform due to lack of funds.
9.5 Notices: Any notice under this Agreement will be in writing and delivered by registered mail or email to the contact details in the relevant Order Form. A notice transmitted by email or delivered after 5pm on a Business Day, or at any time on a non Business Day, will be deemed received at 9am on the next Business Day.
9.6 Relationship between the parties: Nothing in this Agreement will constitute either party as the partner, agent, employee or officer of the other party, and neither party will make any contrary representation to any other person.
9.7 Remedies: The rights, powers and remedies provided under this Agreement are cumulative and are in addition to any rights, powers or remedies provided by law.
9.8 Severability: If any provision of this Agreement is or becomes invalid or unenforceable, that provision will be deemed deleted from this Agreement. The invalidity or unenforceability of that provision will not affect the other provisions of this Agreement, all of which will remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provision.
9.9 Privity: Each party acknowledges and agrees, for the purposes of Part 2, Subpart 1 of the Contract and Commercial Law Act 2017, that none of its obligations in this Agreement constitutes a promise conferring benefits on a third party which are intended to create, in respect of the benefit, an obligation enforceable at the suit of a third party. This clause 9.9 does not apply to any person where the benefit of a promise is expressly conferred on it under this Agreement, provided that this Agreement may be varied without that person’s consent.
9.10 Waiver: Any waiver by a party of any rights or remedies under this Agreement will be effective only if recorded in writing. No failure to enforce any provision of this Agreement at any time by either party will in any way affect, limit or waive that party's right to subsequently require strict compliance with this Agreement.
9.11 Counterparts: This Agreement may be signed in counterparts. All executed counterparts together will constitute one document.
9.12 Jurisdiction. This Agreement is governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this Agreement.
9.13 Amendments. We may amend this Agreement from time to time by providing you with at least 60 days' notice. Where the amendment would have a material detrimental impact on you, you have a right to terminate and will receive a pro rata refund.
"Business Day" means any day other than a Saturday, Sunday or statutory public holiday in the Territory;
"Personal Data" means Personal Data, having the meaning given in the Data Protection Laws (and, for the purposes of the New Zealand Privacy Act 2020 and the Australian Privacy Act 1988, having the meaning given to the term 'personal information'), which is received by us or the Platform from, or on behalf of you;
"Personnel" means your employees and contractors (for avoidance of doubt, this does not include us);
"Platform" means the technology and systems through which we provide you with the Services;
"Service/s" means a service to be provided by us under this Agreement, as specified in an Order Form; and
"Service Provider" means individuals who you authorise to use and access the Platform pursuant to, and in accordance with, the terms of this Agreement; and
"User Data" means all electronic data and information (including Personal Data) that is submitted or uploaded to and stored in the Platform by you, your Personnel or Service Providers in connection with this Agreement, or generated by the Platform as an output derived from such data, but excluding all data and information supplied by us and any database or insights utilising aggregated or anonymised data.
In this Agreement, unless the context otherwise requires:
headings are to be ignored in the interpretation of this Agreement;
the singular includes the plural and vice versa;
a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
use of the word "include" or "including" is deemed to be followed by the words "without limitation";
reference to any document includes reference to that document (and, where applicable, any of its provisions) as amended, novated, supplemented, or replaced from time to time;
reference to a party, person or entity includes: (i) an individual, partnership, company, body corporate, association, trust, state, government or any agency thereof and any other entity, whether incorporated or not; and (ii) any Personnel, successor, permitted assign, administrator and other representative of such party, person or entity;
a breach of any term of the Agreement by your Personnel, affiliates and Service Providers is deemed to be a breach of the Agreement by you. You will be liable to us for the acts, defaults and neglect of your Personnel, affiliates and Service Providers as if they were your acts, defaults or neglect;
reference to a section, clause, sub-clause, schedule, or a party is a reference to that section, clause, sub-clause, schedule, or party in this Agreement unless stated otherwise; and
references to any document are references to that document as modified, assigned, novated, supplemented, varied or replaced from time to time and in any form, whether on paper or in an electronic form.