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User License Agreement

User License Agreement

This Subscription User Platform Agreement (Licence To Use) has been made to govern and regulates the Subscriber’s use of the Platform software GOOD LAW SOFTWARE (GLS) provided by GOOD LAW SOFTWARE LTD, a UK registered company (CRN: 12989709), trading from Office 1.03 Sky Gardens, 153 Wandsworth Road, London, SW8 2GB.

The following terms may be used interchangeably, and they may refer to the same meaning
– Client/Subscriber/ User/Customer
– Company/Provider/GLS/GOOD LAW SOFTWARE

Collectively referred to as the Parties

1. DEFINITIONS

1. The Company: GOOD LAW SOFTWARE LTD (GLS) as a Platform provider.
2. GLS Platform: a legal tech practice management and ERP system.
3. Client: Legal Practices or Law Firms trading in any legal capacity such as and not limited to; personal, sole-practitioner, Limited Liability Partnerships or Private Limited Company, using GLS.
4. Agreement: means this User License Agreement and Privacy Policy which can be viewed on www.mygls.co.uk and the Platform Level Support Agreement, and Data Protection/GDPR Policy.
5. Subscriber: means typically the Client who is using the Platform(s).
6. User(s): means the natural person whom the Client allows access to use the Platforms.
7. Administrator: means the first User authorised by the Client to provide access rights to Users and manage GLS.
8. Additional User(s): means any additional natural persons or subscribers that the Client adds; to access the Platform after the commencement of this agreement.
9. Authorised Employee(s): means the employee of GOOD LAW SOFTWARE LTD authorised to supervise the reverse engineering and alterations of the source code.
10. Commencement Date: means the start date of the Platform.
11. Connection Point(s): means connection points on the cloud system to obtain the Platform.
12. Intellectual Property: means any product of thinking, whether registered or unregistered, including copyright, patents, trademarks, tradenames, industrial designs, databases, trade secrets or any other product of thinking.
13. Renewal: means each subsequent subscription renewal either on a month-by-month basis (for monthly subscribers) or on a 12-Month extension basis for (annual subscribers). Upon the expiration of the Subscription Period, the Company shall not continue to provide the Platforms to the Client.
14. Platform(s): means the software, GLS, which is a Cloud based legal practice management system including the published features.
15. Subscription Fee: means the monthly or annual amount that is payable to the Company for the Platforms.
16. Software Underlying the Platform: means the software programmes that are capable of providing the Platform, including plug-ins and add-on Platforms integrated from third parties.
17. Subscription Period: the monthly or annual subscription as agreed and subject to subsequent renewal.
18. Termination: means the event upon the occurrence of which this Agreement terminates.
19. Username: means the name the User chooses to be associated with the account to enable signing in to access the Platforms.
20. Free Trial: means a period of 2 weeks (14 calendar days) provided by the Company to new subscribers, which can be withdrawn at any point with 3 working days notice. After completing the Free Trial period, if the Client didn’t subscribe to the Service on the due date, the Company will not maintain the Data and it is the Client responsibility to extract his Data before the end of the Free Trial period.
21. Fair Use: The Client and their User are subject to account quotas and fair use policies. Extended the Client quotas are available and can be requested through contacting the Company and subject to all parties written Agreement on fees and extension dates.
22. Client Data: means the initial data collected from the client in relation to the subscribers, users and administrator(s) during the setup process.
23. Content Data: means all data and information uploaded or posted to GLS by the client and the users.
24. Industry Standards: means employing degree of skill and care, technical resources and innovation expected from a professional provider.
25. Regulatory body: means the entity which is responsible for regulating the provision of the legal Platforms where applicable.

2. LICENSE TO USE

1- The Company grants the Client and its subscribed users a limited, non-exclusive, non-transferable license to use the Service Platform (GLS) during the subscription period and any subsequent renewal in line with this Agreement.
2- The Company will provide the Client and their subscribed users within GLS an allocated aggregate data storage quota (for uploaded, posted, system generated info, files and data) in line with the company fair usage policy.
3- The Client enjoys an enablement license to use the Service Platform in accordance to this Agreement, and this right immediately and automatically terminates upon the occurrence of a Termination event.
4- The Client undertakes to enjoy the Service Platform only in the ordinary course of business of any legal practice.
5- The Client undertakes not to engage in a reverse engineering activity, modification, copying, adapting or tempering with the Platform.
6- Users and Additional Users may access the Service Platform on more than one device, but not at the same time.
7- The User and the Additional Users’ number can be reduced or increased during the Subscription Period and subscription fees will be calculated on a pro-rata basis.
8- The Client and their subscribed users shall not use the Platform in any unlawful activities.
9- Any potential claim for damages arising from the Subscribers’ own fault or unlawful activities shall not be passed onto the Company.
10- The Client is required to configure the Platform and its features and to verify that the Platform settings meet the subscribers’ requirements.

3. INTELLECTUAL PROPERTY RIGHTS

1- The Intellectual Property rights relevant to the Service Platform and its components vest solely with the Company.
2- Nothing in this Agreement shall be construed as to transfer any of the Intellectual Property and or copy rights to the Client or any third parties.
3- The Company owns all the commercial and IP rights deriving from the use of GLS and any use is solely authorised by the Terms of this User Licence Agreement.
4- Any Intellectual Property rights subsisting to any development or improvement of the software’s and programmes underlying the Platform that may be derived shall solely vest with the Company.

4. SUBSCRIPTION FEES

1- The Client must pay all the Subscription Fees as agreed to the Company.
2- The Subscription Fees must be payable as agreed at the commencement of this Agreement.
3- All Fees are VAT exclusive unless otherwise expressly mentioned.
4- The Company reserves the right to charge an admin fee for the change of details.
5- The data provided by the Client during placing the Subscription order shall include the designated authorised email address of the Client’s Administrator for any correspondence relevant to this Agreement, including the legal entity name, invoicing address, and other relevant information which may change from time to time.
6- It is the responsibility of the Client to duly notify the Company in the event of a change of the designated address or legal name of the Client.
7- In the event of delayed monthly payment of the Subscription Fees for a period of more than thirty calendar days, all the remaining Subscription Fees shall become payable immediately.
8- In the event of failure to make the monthly instalment payment of the Subscription Fees for a period of thirty calendar days, the Company shall be entitled to interest at a rate of 4% per year above the Bank of England’s base rate on the date the payment became overdue.
9- In any event the Company reserves the right to suspend access to the Service for lack of the Subscription Fee after Forty-Five days from the Subscription Fees due date.
10- The Client shall indemnify the Company of any costs incurred and associated with the collection of outstanding Subscription Fee and the accrued interest.

5. COMMENCEMENT DATE

1. The Commencement Date shall begin from the time the Client accepts the terms of this agreement during the subscription process online.
2. The Commencement Date shall start from the date the Clients starts using the Service Platform.
3. The Commencement Date shall start from the end of the Free Trial period of 14 Calendar Days.

6. ACCESS POINT

1. The Company is obliged under this Agreement to provide an access point to the Service Platform.
2. The Company confirms that GLS is fully cloud-based, and there is no installation required on the Client, Subscribers or User(s) devices.
3. The Company may require remote access via video or screen sharing tools to enable the provision of any technical maintenance, support and or training.
4. The Company is not obliged to provide on-site support.
5. It is the sole responsibility of the Client to ensure that the systems, devices, hardware, software devices and any infrastructure are compatible to receive the Service Platform.
6. The Administrator shall administrate the Service Platform and shall provide other subsequent Subscribers and Users with their unique link to create their Username and Passwords.
7. The Client shall use all reasonable endeavours to ensure that each Username is only used by the user to whom it is assigned and that access credentials are not shared with or used by any other person including other users.
8. The Client shall ensure the security of all passwords, usernames or access from their end.

7. TRAINING

1. The Company shall provide the Client with free initial set-up of the Service Platform.
2. The Company shall agree with the Client on the provision of online training for up to three hours without any additional fees.
3. The Training will be conducted by one of the Company’s Trained Employees, or by individual consultants, or by firms authorised by the Company to provide such training to the Client.

8. DATA MIGRATION

1. The Client acknowledges that nothing under this Agreement obliges the Company to provide service for any existing data migration unless specifically agreed in writing by separate arrangement.
2. It is the sole responsibility of the Client to migrate their own data to be uploaded on the Service Platform.
3. The Company may upon the request of the Client, use reasonable endeavours to assist the latter during the data migration process, subject to a fee agreed up on by the parties for the migration.
4. For the avoidance of doubt, no liability shall arise on the Company relating to the accuracy of the data entry whatsoever.
5. It shall be the continued sole responsibility of the Client, as the one who has access to the data, to continuously audit and verify its accuracy.
6. It is the sole responsibility of the Client to maintain a backup of the data before the migration to the Service Platform, for as long as it needs to do accuracy checks on the data entry to verify its accuracy.

9. BACKUP

1. The Company undertakes to provide the Client with a cloud-based backup storage for their data inserted on the Service Platform.
2. The Company reserves the right to choose the cloud provider for the backup at the Company’s own choice.
3. The Company undertakes that the backup of the data will be performed securely on a daily basis.
4. The Client acknowledges that the retention period for the backed-up data is one calendar day.
5. The Company is entitled to change the backup provider of the cloud Platforms without the need to notify the Client of such change.

10. DATA

1. Nothing in this Agreement shall be construed to grant the Company any right to access the data of the Client except for the sole purpose of providing the Service Platform.
2. The Client is solely responsible for the content of the data stored via the enablement of the Platform.
3. The Company undertakes that the Content remains the property of the Client and it is the sole responsibility of the Client to comply with all the laws while handling their data.
4. The Company shall keep the data of the Client confidential and shall not access, use, copy, disseminate the data of the Client.

11. DATA PROTECTION

1. The parties agree to adhere to the GDPR rules as set in the Data Protection Act 2018.
2. The Company, its subsidiaries, and its third parties shall process the Client’s data stored on GLS by the Client or by the Company, where necessary and reasonable to allow the Client uses of GLS features.
3. Clients grant the Company the right to store and process the Confidential data for the sole purpose of performing the Company obligations under this Agreement in accordance with its terms.
4. The rights include generating anonymised reports related to system performance and trends.

12. SUPPORT AND PLATFORM LEVEL STANDARDS

1. The Company undertakes to provide the Client with reasonable customer support which are to be provided from 9:30am to 6:00pm Monday to Friday.
2. Support is to be provided in line with the Company’s available support channels which could be online, via email, via e-ticketing or via telephone as published and updated on our website www.mygls.co.uk
3. The Company will exert all reasonable effort to make available on its website the available support channels.
4. The Client should ensure that the Users have reasonable knowledge and fair skills to interact with the support team at the Company to resolve any issues promptly.
5. The Client will have the ability to submit support tickets via the provided access points, where all enquiries will be handled by the Company’s Employees, or by individual consultants, or by firms authorised by the Company to provide such a Platform to the Client.
6. The Company reserves the right to outsource the Support to a competent provider and such right when exercised, will be notified in writing to the client.

13. INTERNET

1. The Company shall not be liable by any means for the failure of the internet or reduced internet speed.
2. It is the sole responsibility of the Client to provide internet for the Users and Subscribers as an essential requirement to use the Service Platform.
3. The Client acknowledges that it is recommended that to optimise the use of GLS, users and subscribers have sufficient broadband speed.
4. The Client acknowledges that the overall performance of the internet connection shall depend on the number of users on the same broadband connection and the type of usage of such a Platform and speed.

14. TERMINATION

1. The Subscription Period will continue as long as the Client is making regular payment for the use of the Service Platform.
2. The Subscription Period shall be automatically renewed unless either of the parties serves the other with notice to termination.
3. Termination Notice can only delivered by the Client’s Administrator via the Service Platform.
4. The Company will continue to charge the Client and its registered subscribers for 30 calendar days from the date the Notice was served.
5. The Company reserve the right to immediately terminate this Agreement without the need for a notice or a judicial decision upon breach of their Intellectual Property rights.
6. The Client can also serve notice of termination to the Company by sending an email to support@goodlawsoftware.co.uk or by post to Office 1.03 Vauxhall Sky Gardens, 153 Wandsworth Road, London, SW8 2GB.
7. The Company can serve a termination notice to the Client by sending an email to the Client’s contact details provided by the Administration at the Commencement of the Service.
8. If the Agreement is terminated for any reason, the Client shall have a window of a reasonable time not exceeding thirty calendar days from the Notice of Termination to extract the data which belongs to him.

15. SUSPENSION OR MODIFICATION OF PLATFORMS

1. The Company reserves the right to suspend access or apply modification to the Platform to enable the Company to perform periodical maintenance and improvement of Platform.
2. The company reserves the rights to temporarily suspend the Platform for operational purposes including the maintenance, repairs or installation of upgrades.
3. The Company will provide notice of at least one business day prior any such suspension.
4. The notice may include posting a message using the Platform or an e-mail.
5. The company shall have the right to temporally suspend access to the Platform without notice in circumstances where urgent action is required to protect the Platform if the delay caused by giving the notice could cause material harm.
6. The Company will suspend the Service without notice in the event the Client engages in any reselling of GLS.
7. The Company shall suspend the use of the Service Platform it reasonably believes that the Platform is being used in a context which contravenes the applicable laws of the United Kingdom or is likely to be found illegal in accordance with such laws.

16. CHANGE OF TERMS AND CONDITIONS

1. The Company reserves the right to update the terms of this Agreement from time to time to reflect the ever-changing technology, laws and compliance requirements.
2. The changes shall be published on the website of the Company www.mygls.co.uk
3. The Client shall receive a notification of such changes if The Company believes that such changes materially affect the rights of the Client, following which the Client shall have the right to terminate this Agreement without prejudice to anything to the contrary.

17. FORCE MAJEURE AND FRUSTRATION OF THIS AGREEMENT

1. If for any reason The Company becomes unable to provide the Service for the period of 10 working days for reasons beyond its control; including but not limited to undue economic hardship, breach of security, disasters, failure of telecommunications providers, interruptions of power, or other reasons beyond his control, therefore, this Agreement shall be frustrated.

18. ACKNOWLEDGEMENTS BY THE COMPANY

1. The Company shall use Good Industry Practice in relation to providing Service on the Platform.
2. The Company shall use reasonable endeavours to perform the obligations under this Agreement with good intent.
3. The Company shall use Good Industry Practice for the protection of the general data protection laws and regulations effective in UK.
4. The Company shall use reasonable care during the performance of the obligations under this Agreement.

19. ACKNOWLEDGEMENTS BY THE CLIENT

1. The Client acknowledges that they have taken the necessary steps and done their due diligence before selecting the Service Platform.
2. The Client bears the risk and the legal responsibility for using the Service Platform.
3. The Client acknowledges that they will use the Service Platform “as is”.
4. The Client acknowledges that no representations have been made to the effect that the use of Platform shall not be subject to interruptions nor that it is error free.
5. The Client acknowledges that they will be responsible for the protection and security of their User Usernames and Passwords or any other access credentials associated with the Platform .
6. The Client acknowledges that they will comply with their Regulator’s requirements at all times.
7. The Client acknowledges that they shall be responsible for uploading their own template emails, letters and shall use these at their own risk.
8. The Client acknowledges that all the Users subscribed through the platform will be properly notified of the terms of this Agreement and comply to such terms.
9. The Client shall not use or host unsolicited bulk communications, email, SMS, viruses, or any self-replicating programs or make any addition, modification, or improvement to the Platform.

20. LIMITATION AND EXCLUSION OF LIABILITY

1. Nothing in this Agreement shall exclude or limit liability in cases of death or personal injury that results from negligence and any other acts or omissions for which the applicable law prohibits the exclusion or limitation of liability.
2. In any event, the Company’s limit of liability shall be a refund of the Subscription Fee.
3. None of the Parties of this Agreement shall be liable for loss of profit, goodwill, third party’s claims, anticipated profit, indirect losses, consequential losses whatsoever.
4. None of the Parties shall be subjected to punitive or exemplary damages whatsoever.

21. INDEMNIFICATION:

1. The Client agrees to indemnify the Company against any claims, disputes, legal actions, judicial proceedings, loss, liability, damages, and obligations whatsoever in nature rising from third parties claims relevant to using the Platforms.

22. MISCELLANEOUS:

1. Where the Platforms interacts with third party products, it shall be the sole responsibility of the Client to this Agreement to ensure the computability of the Platforms with such products.
2. This Agreement shall be subjected to and construed under the laws of England and Wales.