Last updated 3rd March 2015
1.2 ACTL does not review or pre-screen any information or materials which a User uploads or posts to the Service, including, without limitation, information about its Users (“Content”), and ACTL accepts no liability whatsoever for Content.
1.5 Subscriber shall not alter or modify, reverse engineer, adapt or otherwise interfere with the Service, except as mandated by law, or modify another website so as to falsely imply that it is associated with the Service, ACTL, or any other service provided by ACTL.
1.7 Subscriber shall not use the Service to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
1.9 ACTL reserves the right, at any time, in its sole discretion, to:
(c) temporarily suspend access to the Service for operational purposes, including maintenance, repairs or installation of upgrades. ACTL will provide no less than 48 hours’ notice prior to any such suspension. Such notice may include posting a message using the Service. ACTL shall have the right to temporarily suspend access to the Service without notice in circumstances where urgent action is required to protect the Service if the delay caused by giving notice could cause material harm. ACTL shall use all reasonable endeavours to minimise operational suspensions in order to minimise disruption to the Service. Any credits to be provided to the Subscriber for such suspension shall be provided in accordance with the Appendix.
1.11 ACTL is not a law firm, does not practise law and provides no legal opinions or advice.
2.1 Only Users are permitted to use the Service. In order to access the Service, Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by ACTL.
2.2 Each User will be provided with a unique identifier to access and use the Service (“Username”). The Subscriber shall use all reasonable endeavours to ensure that each Username is only used by the User to whom it is assigned, and is not shared with, or used by, any other person, including other Users.
2.3 The Subscriber shall designate an individual who shall have the authority to administer the subscription to the Service on behalf of the Subscriber and to designate additional licenses, usually the individual who initially subscribes to the Services on behalf of the Subscriber (“Account Administrator”). In addition, the Account Administrator will act as the Subscriber’s primary administrative contact for the purposes of support, issues related to outages and other problems and technical items. If the Subscriber wishes to change the Account Administrator and related contact information, the Subscriber must email ACTL from the email address associated with the current Account Administrator.
Each Subscriber may have multiple people designated by the Subscriber as an administrator for the purposes of password re-sets, system configuration, creating/activating/deactivating users and viewing/editing user details (“Administrator”). Only the Account Administrator shall have the authority to increase or decrease the number of paid for licenses within the system. The number of licenses cannot be set below the total number of active users of the service. If a User is deactivated by an Administrator the total license count, and therefore the monthly subscription fee, will not be impacted until the Account Administrator reduces the number of licenses.
2.5 As between ACTL and the Subscriber, any Content remains the property of the Subscriber.
2.6 Upon cancellation or termination of the Service, ACTL shall only liaise with the Account Administrator or the designated User described in Clause 2.4 above (if the Account Administrator is unable to be reached) regarding the retrieval of Content.
2.7 All access to and use of the Service via automated means (that is to say, use other than direct interaction with a human User) is strictly prohibited except insofar as the Service includes features which are designed for such use.
3.2 ACTL acknowledges that Content may comprise materials which are the subject of professional duties (including confidentiality and duties) imposed by the following regulators: (“Regulator”) (i) for Subscribers practicing law in England and Wales, the Solicitors Regulation Authority; (ii) for Subscribers practicing law in Scotland, the Law Society of Scotland; and (iii) for Subscribers practicing law elsewhere in the European Union, the body which is responsible for regulating the provision of legal services by the Subscriber to its clients. ACTL will use all reasonable endeavours to ensure that it does not knowingly do anything with the Content which would put the Subscriber in breach of any such duties.
4.1 ACTL shall provide a secure method of authentication and access to the Service, including user password management and the protection of passwords by utilising code consistent with the deployment of that degree of care and skill, technical resources and innovations which is to be expected of professional and adequately resourced providers of services similar to the Service within the European Union (“Good Industry Practice”) relating to password management..
4.2 Except as set out in Clause 4.1, Subscriber shall be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of Content.
4.3 Subscriber will implement policies and procedures to prevent unauthorised use of Usernames and passwords, and will promptly notify ACTL upon suspicion, or on becoming aware, that a Username or password has been lost, stolen, compromised, or misused.
4.4 At all times, ACTL, shall:
(a) use Good Industry Practice in relation to information security and processing Content;
(b) employ Good Industry Practice with respect to network security techniques, including firewalls, authentication protocols, vulnerability and patch management; and
(c) ensure its hosting facilities use Good Industry Practice for security and privacy.
4.5 ACTL shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that ACTL reasonably believes has led to or is likely to lead to unauthorised access to, disclosure of, use of, or damage to Content (a “Security Breach”). ACTL shall make such report within 48 hours after learning of the Security Breach.
4.6 In the event of a Security Breach, ACTL shall (a) provide all reasonable cooperation with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertakes to protect the security and integrity of Content; and (d) use all reasonable endeavours to mitigate any harmful effect of the Security Breach.
ACTL shall not be responsible for any loss, destruction, alteration or disclosure of Content caused by any third party (except those third parties sub-contracted by ACTL to perform the Services).
5.1 References to ‘Data Controller’, ‘Data Processor’, ‘Personal Data’ have the meanings defined in the UK Data Protection Act 1998, , and as from time to time modified or consolidated, superseded, re-enacted or replaced (“Data Protection Act”).
5.2 Subscriber, acting as Data Controller, shall comply with the Data Protection Act, and all applicable statutes, laws, secondary legislation and regulations pertaining to privacy, confidentiality and/or protection of Personal Data or corporate data.
5.3 ACTL, acting as Data Processor, shall:
(a) comply with the principles of the Data Protection Act and all applicable statutes, laws, secondary legislation and regulations pertaining to privacy, confidentiality and/or protection of Personal Data or corporate data . Consistent with those requirements, ACTL shall act only on instructions from Subscriber or the Office of the Information Commissioner in respect of any Personal Data processed by ACTL.
(b) have technical and organisational measures in place, having regard to the state of technological development and the cost of implementing any measures, against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data held or processed by it, appropriate to the harm that might result from such unauthorised or unlawful processing or loss, destruction or damage to Personal Data and the nature of the Personal Data;
5.4 Subscriber acknowledges that, with certain exceptions, ACTL support personnel do not have access to Content and will require permission from a User if asked to provide services related to a specific document. Subscriber shall instruct Users to provide Content access to ACTL personnel only on an as-needed basis and to terminate such access promptly after the need for such access has expired.
6.1 Subscriber authorises ACTL, and ACTL agrees, to co-operate with all reasonable requests from a Regulator (and any lawful representatives of the Regulator) or the Office of the Information Commissioner for access to Content pertaining to the clients and business of Subscriber.
6.3 The Subscriber will at all times maintain adequate and appropriate professional indemnity insurance in respect of the services it provides to its clients.
If ACTL is required by law to make any disclosure of the Subscriber’s Confidential Information, ACTL will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, ACTL may provide that portion (and only that portion) of the Subscriber’s Confidential Information that it is legally compelled to disclose.
7.1 ACTL maintains a managed backup service on servers located in the European Economic Area to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. ACTL shall use such service to recover lost or corrupted Content at no cost to the Subscriber.
7.2 Following termination of the Service for any reason, Subscriber shall have ninety days to contact ACTL to request a copy of all Content before it is deleted.
7.3 As an exception to 7.2, Trial Users who chose not to become paid subscribers after their 30 day free trial period, will need to notify ACTL in writing and before the end of the trial period; that they require their data to be returned. Free trial user databases will be deleted after the 30 day trial period has expired and where no paid subscription has been taken.
8.1 In exchange for the Service, Subscriber shall pay the subscription fees advertised by ACTL and in the manner and at the times specified below.
8.2 Subscribers must provide ACTL with a valid credit card for payment for the applicable subscription fees. All subscription fees are exclusive of VAT or other sales or use taxes which Subscribers agree to pay as required by law, subject to ACTL raising a valid VAT invoice.
8.3 In addition to any fees advertised for the Service, the Subscriber may incur additional expense incidental to using the Service including charges for Internet access, data roaming, and other data transmission charges, all for which the Subscriber shall remain solely liable.
8.4 Monthly Subscribers will be charged their inaugural monthly fee at the conclusion of their free trial period. Thereafter, they will be charged monthly in advance each thirty days. Annual Subscribers will pay their annual fee in advance and will thereafter be charged annually on the anniversary date of the initial subscription charge, unless notice of termination is given in accordance with Clause 9.2. All charges are non-refundable, unless otherwise set out herein.
8.5 Except in so far as the Service is unavailable by reason of the acts or omissions of ACTL (other than temporary suspension, as referred to above at Clause 1.9(c)), and as set out in the Appendix, no refunds or credits (whether for monthly or annual subscriptions) will be issued for downtime, or for periods unused with an active subscription.
8.6 There are no charges for cancelling a subscription provided that: (a) for monthly Subscribers, the Subscriber must give ACTL no less than 30 days’ prior written notice of cancellation, and (b) for annual Subscribers, the Subscriber must give to ACTL no less than 30 days’ prior written notice of cancellation before the end of the applicable annual term. ,
8.7 The amount charged to the Subscriber on successive billing cycles will be automatically updated to reflect any changes to the Subscriber’s subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of features, or an increase or reduction in the amount of available capacity for Content provided by the Service.
8.9 Payment will be collected by Stripe payments (a PCI compliant solution) on behalf of ACTL.
9 .2 If Subscriber wishes to cancel its subscription, the Account Administrator may do so on its behalf by providing to ACTL: (a) in the case of annual Subscribers, no less than 30 days’ prior written notice before the end of the then current term that it does not wish to renew its subscription for the Services or (b) in the case of monthly Subscribers, by giving no less than 30 days’ prior written notice at any time, by accessing the Service and in each case visiting https://eu.mattermojo.com/account/details. For security reasons, cancellations shall only be performed by the Account Administrator using the account cancellation URL within the Service. Cancellations shall not be accepted by email.
(c) by giving thirty days’ written notice after the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
(d) by giving thirty days’ written notice after any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent to Clause 9.3.b.
9 .5 As required by Clause 7 above (“Managed Backup”), upon termination of a subscription, Content is made available to the Account Administrator or the designated User described in Clause 2 above. Following a period of no less than ninety (90) days from the termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service.
(a) death or personal injury resulting from that party’s negligence;
(b) that party’s fraud or statements made fraudulently by that party; or
(c) any other acts or omissions for which applicable law prohibits the exclusion or limitation of liability.
10.2 No party will be liable under any circumstances for any:
(a) loss of profit, loss of business, loss of goodwill, loss of savings, claims by third parties, loss of anticipated savings, business interruption whether direct or indirect in each case; or
(b) pure economic loss, indirect loss or consequential loss whatsoever and howsoever caused; or
(c) punitive or exemplary damages;
11.1 Subscriber warrants and represents that it has the legal right to store, process and distribute Content using the Service.
11.2 ACTL shall use reasonable care and skill when performing the Services.
11.3 ACTL warrants that the Content will be stored securely, having regard to the state of technological development and the cost of implementing any measures. http://azure.microsoft.com/en-gb/support/trust-center/security
11.6 The Services may not be compatible with Subscriber’s computer and/or other equipment. The Service may not be error free. ACTL disclaims any warranty as to any results that may be obtained from the use of the Service. Nothing in this Clause 11.6 shall modify ACTL’s obligations under Clause 3 above (“Confidentiality”) or Clause 4 above (“Access and Security”).
12.1 Subscriber hereby agrees to indemnify and hold harmless ACTL from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including professional fees, which arise from or relate to the following:
(b) Users’ negligent acts or omissions.
12.2 ACTL will provide prompt notice to Subscriber on becoming aware of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defence of any claim, suit or proceeding with legal advisers reasonably acceptable to ACTL. ACTL reserves the right to participate in the defence of the claim, suit, or proceeding, at ACTL’s reasonable expense, with counsel of ACTL’s choosing.
12.4 Subject to the limitations and exclusions of liability set out in Clause 10.2, Subscriber shall indemnify, defend and hold ACTL harmless from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Content, and any access to, or processing of, such Content granted to ACTL by a User and/or the Subscriber, infringes any Intellectual Property Rights and/or any data protection (or equivalent) rights of any third party.
13.1 ACTL shall be entitled to subcontract part, but not the whole, of the Service. To the extent that ACTL does subcontract any part of the Service, ACTL shall:
(a) be responsible for the acts and omissions of its subcontractors;
(c) exercise reasonable care and skill in the appointment of subcontractors.
13.2 Technical support is available to Users with active subscriptions via the electronic feedback and help desk facilities incorporated into the service or by emailing firstname.lastname@example.org. Further support information can be found at http://www.mattermojo.com/product/support
13.3 ACTL may provide the ability to integrate the Service with third party products and services at Subscriber’s option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services, compliance with which the Subscriber shall remain solely liable.
13.4 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
(a) “Error” means a software bug is an error, flaw, failure, or fault in a computer program or system that causes it to produce an incorrect or unexpected result, or to behave in unintended ways.
(b) “Downtime” means any period, greater than ten minutes, during which the Subscriber is unable to access or use the Service because of a Service Outage, excluding: (i) any such period that occurs during any Scheduled Downtime and/or Recurring Downtime (as defined below).
(c) “Recurring Downtime” means 4 hours per month on the fourth Saturday of the month from 12:00 A.M. to 4:00 A.M. GMT.
(d) “Request” means a modification to the Service outside of the scope of the functional specifications.
(e) “Scheduled Downtime” means the time period identified in advance by ACTL in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time.
(f) “Service Outage” means a situation in which the datacentres hosting the Service are not accessible as a result of failures at the datacentres (as distinguished from the internet provider of any Subscriber, User or any intervening server) or the failure of ACTL to provide login ability. A decrease in system response time due to a temporary failure of a non-critical component shall not constitute a Service Outage.
(g) “Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes in such calendar month.
ACTL will provide support services to assist Subscriber in resolving Errors in respect of the Service (“Support Services”). ACTL Technical support is available to Users with active subscriptions via the feedback and help desk facilities incorporated into the service or directly, by emailing email@example.com. Further support information can be found at http://www.mattermojo.com/product/support.
Unless otherwise agreed by ACTL in writing, Support Services do not include: (a) visits to Subscriber’s premises; (b) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (c) any work with any third party equipment, software or services; (d) any professional services associated with the Service, including, without limitation, any custom development, or data modelling.
ACTL’s obligations do not extend to Service Outage or other issues caused by:
1. any modification of the Service made by any person other than, or on behalf of, ACTL;
2. any third party hardware or software used by Subscriber or User;
3. the improper use of the Service;
4. the accidental or deliberate damage to, or intrusion or interference with the Service not caused by ACTL;
5. the use of the Service other than in accordance with any user documentation published by ACTL or the reasonable instructions of ACTL;
6. connection failures, latency problems and similar factors caused or affected by difficulties with the Subscriber’s or User’s (or internet service provider’s) internal network or general internet conditions; or
7. Force Majeure Events.
Uptime percentage equal to or greater than 99% but less than 99.9% = 10% Service Credit.
Uptime percentage less than 99% = 25% Service Credit.
Subscribers who are overdue on any payments owed to ACTL are not eligible to receive Service Credit. ACTL will issue Service Credit, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid. In order to receive any Service Credit, Subscriber must notify ACTL within thirty days from the time Subscriber becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Subscriber’s right to receive a Service Credit. In no event will the total amount of Service Credit, if any, exceed the fees paid by Subscriber for the corresponding month.