Terms of Business

Last Update: 19 July 2023

1. About these Terms

1.1 We are Kartoa Technologies Ltd., registered in England and Wales with company number 13631421 and registered address at 2nd Floor, Howard House, St Johns Walk, Bedford, England, MK42 0DJ. Any reference to “Wooqlaw” or “us” is a reference to Kartoa Technologies Ltd. To contact us, please email us at help@wooqlaw.com.

1.2 We operate an online platform available at www.wooqlaw.com as well as through the associated mobile apps (the “Platform”). Through the Platform we enable users or clients (“Clients”) to search for and connect with qualified legal practitioners or law firms (“Lawyers” or “you”), and to submit enquiries to them (“Enquiries”).

1.3 These Terms of Business (the “Terms”) govern your use of our Platform as a lawyer, as well as your use of any services we may provide through or in connection with the Platform (“Services”). Your use of our mobile app is governed by our Mobile Application End-User Licence Agreement. Our practices on personal data processing and the use of cookies are set out in our Privacy Policy and Cookies Policy, respectively. These documents are incorporated into, form a part of, and should be read alongside these Terms.

1.4 Your attention is specifically drawn to sections 5 (Billing and Payment), 6 (Suspension, Cancellation and Termination) and 8 (Limitation of Liability and Indemnity) of these Terms.

1.5 We may amend these Terms and we will notify you of any changes by email. These changes will apply from the date mentioned in the email. If any of the changes are material in nature and adversely affect the Services you receive from us, you will have a period of 7 days from the notification date of such changes to cancel your contract with us, including any subscription. In such circumstances you will be entitled to a prorated refund of any fees you have already paid to us from the date of termination until your next Subscription Renewal Date (as defined below). If you continue to use the Platform after this date, you will be deemed to have accepted the respective amendments.

2. Subscription

2.1 Before you sign up to our Platform, you are encouraged to read these Terms. By agreeing to use the Platform in accordance with the subscription plan and its term specified in your user account or using any part of our Services (your “Subscription”), and in consideration of payment of any charges or fees for our Services (“Charges”) (including Subscription Fee, as defined below) in accordance with these Terms, you enter into a contract with us (the “Contract”). If you enter into the Contract on behalf of a company you confirm that you have the authority to legally bind that company and you accept these Terms. If you do not accept these Terms, we may not allow you to use the Platform and our Services.

2.2 The functionality of the Platform and the Services we provide to you depend on the Subscription you have with us. When you sign up to our Platform, you will be able to select a subscription plan. When your Subscription is activated, you will be listed in the directory on our Platform, and will be able to use the business management tools, features and consultation technology services provided as part of your Subscription.

2.3 Your Subscription will start on a date we agree. This date will be shown in your user account and will be referred to as your “Subscription Start Date”. Your Subscription will generally renew automatically on each monthly or annual anniversary of your Subscription Start Date, as we agree; every such anniversary will be referred to as your “Subscription Renewal Date”. Your Subscription shall continue until terminated in accordance with these Terms.

2.4 Before your Subscription is activated, or every time your Subscription is amended, we will notify you by email. You can always view your Subscription details in your user account on the Platform.

2.5 As part of your Subscription, we may allow you to create additional user accounts or grant access to your profile (or company profile) to additional users (“Authorised Users”) who have access to and may use the user profile on your (or company's) behalf. Where this is the case, we may put in place certain additional terms and we will generally confirm to you the number of Authorised Users in writing or in your user account. We will also generally provide you with a set of login details for each Authorised User. Each Authorised User will be expected to adhere to these Terms when they first sign in.

2.6 Subject to these Terms, we grant to you a non-exclusive, non-transferable, revocable licence to access and use the Platform and our Services for the duration of your Subscription.

2.7 Subject to these Terms, we grant to you a non-exclusive, non-transferable, revocable licence to use the Wooqlaw logo (the “Logo”) for the duration of your Subscription, solely for your own marketing purposes in the context of informing your clients, prospective clients and public at large that you use Wooqlaw

2.8 In order to commence and maintain your Subscription you must:

1. provide us with details we may require to register you as a Lawyer on the Platform, as well as any optional information that you would want to include on your profile including the services you provide; some or all of this information may form your Wooqlaw Lawyer profile and listing(s) which you can access via your account;
2. provide us with a current, valid, accepted payment method; you can change your payment method at any time in your user account;
3. pay any Charges;
4. ensure that all content of your user profile and listings on the Platform comply with the applicable laws and regulations, including those of the Solicitors Regulation Authority, Financial Conduct Authority, Advertising Standards Authority and any other relevant authority, as well as our current guidelines and policies published on the Platform (“Applicable Regulations”);
5. ensure that any professional service you provide to Clients is in accordance with Applicable Regulations, and that you approach us and the Clients in accordance with Applicable Regulations;
6. keep your account up to date with regular monitoring and assessment of content;
7. ensure that you provide a valid and serviceable email address at all times for account management purposes and that you keep this up to date;
8. ensure that you do not grant administrator access to your user account to any Authorised Users or share passwords or account details with Authorised Users; unless or until you make such Authorised Users aware of and they agree to comply with these Terms and you agree you are responsible for any breach by Authorised Users of these Terms;
9. regularly monitor and assess any Authorised Users to whom you grant administrator access to manage your account on your behalf; any changes made by or requested by Authorised Users will be deemed as changes requested by and approved by you;
10. notify us as soon as you become aware of any actual or potential change or alteration to your professional status or accreditation and/or Applicable Regulations that may or will have the potential to render any element of your portal profile and listing(s) inaccurate, incomplete, misleading or otherwise not in accordance with the objectives of our Platform to provide Clients with truthful, accurate and complete information and details;
11. immediately inform us of any changes to your company information including the regulatory status of your firm and/or any related individuals and the areas of advice provided by your firm or any of the named individuals provided by you, particularly in relation to each and any of the areas of advice provided by you and recorded on our Platform;
12. not use all or any of the Services or the Platform in an unlawful manner;
13. not post, access, store, distribute, transmit, upload or allow to be uploaded to your user profile/listing, the Platform, or to/via the Services any materials that:
    1. are corrupt, contain viruses (including any device, software, code, file or programme which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network or the operation of the Services, the Platform, apps or any other electronic device;
    2. may impersonate another person or entity;
    3. may cause the Platform or the Services or any part of them to be interrupted, damaged, rendered less efficient or restrict any other professional or user from enjoying the Platform or Services; and/or
    4. are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which are otherwise illegal, or which may cause harm to any person or property.
14. respond to all Enquiries promptly and professionally, and in any case within the specified timeframe as notified to you by us from time to time; should you decide not to contact the Client after accepting the Enquiry you must notify us as quickly as possible to enable us to find an alternative legal professional match for that Enquiry; and
15. ensure, in respect of any material, content or data that you create or externally source and input into the Platform (“Lawyer Material”) that you are legally permitted and have obtained the necessary third-party consents and authorisations with the collection and use of such material, content or data.

3. Services

3.1 Availability of Services

1. We will take all reasonable steps to ensure that the Platform and our Services are generally available without interruption, but you acknowledge and agree that internet systems and services are not interruption, error or fault free, and we make no representation or warranty in relation to the same. You further acknowledge and agree that occasional periods of downtime for repair, maintenance and upgrade may be required and therefore uninterrupted provision of the Platform and our Services cannot be guaranteed. We are not responsible to you for any delays, delivery failures, or any other loss or damage resulting from the unavailability of our Platform and/or Services.
2. To avoid service interruption, unless we or you cancel or terminate the Contract in accordance with these Terms, we will continue to provide to you access to the Platform and the Services under your selected Subscription on a rolling basis from the Subscription Start Date.

3.2 App Market Services

1. We may also offer and provide additional products and services which aim to, but in no way guarantee, to increase the visibility of your profile on the Platform (“App Market Services”). We may offer individual App Market Services for one-off purchase or make them available as part of certain subscription plans, and may make their use subject to a usage cap. We will make available the details of any App Market Services and the relevant fees in your user account.
2. By adding an additional service to your Subscription or upgrading your Subscription to include the desired additional service, you accept that we may automatically charge an additional fee for that additional service, and agree to pay that fee.

3.3 Enquiry Services

1. Specific terms in relation to Enquires applicable to your Subscription or alternative schemes or promotions provided by us shall be notified to you from time to time as relevant.
2. Generally, Clients have two options for finding a professional near them through our Platform. Clients can choose to search and send a direct Enquiry through the “Consult Now” functionality to their chosen professional or use our automated appointment booking service and consult with the most suitable professionals matching their criteria.
3. If a Client chooses to search locally for a professional using city-based search, they will be shown a list of local professionals to choose from.
4. If the Client decides to request your services, they will contact you using an Enquiry form that will be sent directly to you (Consult Now). We will notify you of their Enquiry via the Platform.
5. Should you reject a direct Enquiry (Consult Now), then the Enquiry will be forwarded to other professionals in the local area who are currently available online and most suited to the Client's requirements (“Forward Enquiries”).
6. Clients choosing to book an appointment with the selected legal professional are required to fill in an enquiry form specifying their requirements and choose an appointment time using the Platform's appointment booking feature. Our booking tool then sends the Enquiry (appointment booking) direct to the inbox of the selected lawyer. This results in a “Booked Appointment”.
7. You acknowledge that we only pass on to Lawyers the information provided by each Client, and we offer no warranty or guarantee for the completeness or accuracy of that information.

3.4 We do not warrant and/or offer any guarantee that you will be able to conduct any business with a Client we refer to you. Similarly, you acknowledge that we do not warrant and/or offer any guarantee to any Client that your response to their Enquiry will address their concerns or resolve any concern, query, or legal issue they are faced with and/or that they have submitted in their Enquiry.

3.5 You must ensure that any activity you conduct as a result of an Enquiry provided by us complies with all Applicable Regulations. You acknowledge that Clients may generally rate and post reviews about the services they receive from you. You also acknowledge that, despite approaching you through the Platform and/or our Services, Clients retain their statutory rights, including their right to submit a claim to the local regulatory or professional body, such as the Solicitors Regulation Authority.

3.6 We may modify the Platform and any of the Services without prior notice, but in doing so we will endeavour not to diminish the value and utility of the Services to any material degree. If in our reasonable opinion we consider that such modification is likely to materially affect the nature or scope of the Services or have a serious detrimental effect on your financial position, we will notify you of such modification and you shall have the option to either:

1. agree to the modification and continue to use the Platform and receive the Services; or
2. cancel your Subscription in which case you will be entitled to a refund of Charges you have already paid to us from the date of termination until your next Subscription Renewal Date.

3.7 You acknowledge that the Platform or our Services, or their parts or features, may implement, rely on, or use certain artificial intelligence solutions, or be based on them. Where this is the case, we will generally notify you in advance. We will always use artificial intelligence in accordance with the applicable laws and industry best practice.

4. Service Standards

4.1 From the Subscription Start Date, we shall:

1. provide to you access to the Platform and Services in line with your Subscription and these Terms;
2. provide to you any Services you may be entitled to as part of your Subscription with reasonable care and skill; and
3. reasonably co-operate with you in relation to your use of the Platform and Services.

4.2 From the Subscription Start Date, you shall:

1. provide to us details we request from you, which we may reasonably need to provide to you access to the Platform and/or the Services;
2. provide your professional services to any of our Clients or Enquiries we provide to you to a high standard, in a timely and professional manner and in accordance with good industry practice;
3. not share your username, password or account login details with any unauthorised third parties;
4. not do or omit to do anything which could damage our goodwill or bring our reputation into disrepute;
5. ensure that all Authorised Users comply with these Terms; and
6. ensure that you comply with all our current policies made available on the Platform from time to time, including but not limited to any acceptable use terms, service levels, any other standards or policies which we may publish.

5. Billing and Payment

5.1 Subscription Fees

1. Based on your Subscription, we may charge you a fee for your access to the Platform and your use of the Services (“Subscription Fee”). We will generally set out any Subscription Fee as well as any other charges you may incur in connection with your use of the Platform and/or our Services on our website and in an initial email from us. Those details are also shown in your user account.
2. Subscription Fees will be accrued after the initial free 30-days' trial period; you can cancel your Subscription at any time during the initial 30-days' trial period and we will not charge you the Subscription. We will charge you and you agree to pay to us any Subscription Fee in advance of the relevant subscription or renewal period, as applicable. We will charge you for all user licences and/or packages subscribed on your account. In some cases, the payment date may change, for example, if your payment with the selected payment method has not been successful or if your regular payment date would fall on a date that is not a calendar day in the relevant month (such as the 31st day of a certain month). Your next Subscription Renewal Date and payment date will be shown in your user account.
3. We may charge you and you agree to pay any additional charges where we find out that you have given access to your user account or shared your login details with another person without obtaining our permission in advance.
4. Your Subscription will continue to renew automatically, unless you have cancelled the Subscription in you user account or notified us in writing in accordance with these Terms.
5. Unless stated otherwise, any fees quoted by us are exclusive of value added tax.
6. We may change our Subscription Fees, but we may only do so provided that we have notified you of the changes prior to any Subscription Renewal Date. If you do not agree with the amended Subscription Fee, you can always terminate your Subscription.
7. You may upgrade your Subscription at any time. You will be able to access the benefits and features immediately and will be charged an additional prorated Subscription Fee to cover the period from the date which the new application fee for the upgraded subscription was adopted to your next Subscription Renewal Date.
8. You may downgrade your Subscription at any time, and the downgrade will apply from your next Subscription Renewal Date when your new applicable Subscription Fee will be charged, and your benefits and features will change to the chosen subscription. You may only downgrade your Subscription once a week.
9. If you pay the Subscription Fee by a payment card, you authorise us to charge your payment card or bank account for all fees payable for the relevant Subscription term. You further authorise us to use a third party to process payments. If you pay the fees by bank transfer, we will issue an invoice at the beginning of each billing period. All amounts invoiced are due and payable by the date marked on the invoice.
10. If we do not receive the payment by the due date, we may (a) on 30 days' notice to you, without liability to you, disable your access to the Platform and (b) charge you interest on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

5.2 Refunds

1. We are not obliged to refund any payments made to us for the use of the Platform and/or our Services, unless such refund requests result from cancellations caused by changes we have made. You acknowledge and agree that any fees are based on subscriptions purchased and not actual usage.
2. Refunds (other than refunds resulting from the cancellations caused by changes we have made) will be credited to your account within 30 days.
3. Subscription refund requests must be submitted to us within 10 days of purchase of the subscription.
4. We may ask you to provide certain details enabling us to process your refund. Refund requests that do not meet our refund criteria will not be accepted.

6. Suspension, Cancellation and Termination

6.1 We may, at our sole discretion, suspend your access to the Platform (including your user account), your Subscription or our Services at any time and without prior notice and continue to suspend them until the circumstances giving rise to the suspension cease to subsist, or until the Contract is terminated in accordance with the relevant provisions if:

1. you are found not to hold any required authorisations, permissions, licences or consents under Applicable Regulations, these Terms or our policies, that are required to provide all or any part of the advice or professional services contained or referenced in your user profile and listing(s);
2. you have not logged into your account to check and update your details and information in what we, in our sole discretion, consider to be a reasonable period of time;
3. you have not settled a payment for our Charges, due to expiration of your payment method, insufficient funds, or otherwise, and you do not change your payment method or cancel your account; we may suspend your access to the Platform and Services until we have obtained a valid payment method and payment for any unpaid invoices;
4. at any time, we, in our sole discretion, reasonably conclude your profile or listing(s) are or may become unlawful, misleading, offensive, prejudicial or inflammatory, or are likely to expose us to claims or liability, damage our reputation or cause us embarrassment, infringes our rights or the rights of third parties or does not comply with our then current advertising guidelines and policies; or
5. we have reasonable grounds to believe that the right to use any of the intellectual property rights arising in the materials contained or uploaded within your profile has been withheld or withdrawn or the owner of such rights failed to give permission for your use of the same.

6.2 We may terminate your Subscription, the provision of our Services and the Contract at any time:

1. if any of the grounds for suspension set out in section 6.1 have arisen and we consider it appropriate to do so;
2. for convenience, on at least 7 days' notice, such notice to expire on your Subscription Renewal Date;
3. if you commit a material breach of any provision of these Terms;
4. if you commit persistent breaches of these Terms which we in our reasonable opinion, consider to be inconsistent with an intention to comply with the same;
5. if you cease, or threaten to cease, to carry on business, compound or make any arrangement with your creditors or become insolvent or unable to pay your debts or if any order is made or resolution passed for your liquidation, winding-up or dissolution or if a receiver or manager or administrative receiver or administrator or supervisor is appointed over any of your assets or if anything analogous to or having a substantially similar effect to any such events shall occur; or
6. you (or any member or partner in your firm) die, are convicted of a criminal offence, have a bankruptcy petition presented against you, are adjudged bankrupt or have a receiving order or an administration order made against you or make any composition or arrangement with your creditors.

6.3 Subject to section these Terms, you can cancel your Subscription at any time, and you will continue to have access to the Platform and our Services until your next Subscription Renewal Date when your access to the Platform and our Services will automatically cease.

6.4 To the extent permitted by the applicable law, payments are non-refundable, and we do not provide refunds or credits for any unused subscription periods.

6.5 You can cancel your Subscription in your user account or by emailing us at help@wooqlaw.com. We may ask you to send us a written confirmation of your wish to cancel your Subscription.

6.6 Termination of the Subscription or Contract for any reason shall be without prejudice to any pre-existing rights and/or claims that either party may have against the other and shall not relieve either party from fulfilling its obligations accrued prior to such termination.

6.7 You acknowledge that, immediately upon termination or cancellation:

1. the licence granted to you under section 2.6 to use our Services shall automatically cease; and
2. the licence granted to you to use the Logo under section 2.7 shall automatically cease and you undertake that you will:
   1. cease to use any printed or electronic business materials bearing the Logo;
   2. remove the Logo from your website and emails; and
   3. remove and destroy all such advertising materials bearing the Logo as have been or are being used and which are still in your possession.

6.8 You acknowledge that you are responsible for migrating any data including Lawyer Material from your account upon termination or cancellation of the Contract, and that we may permanently delete any data including Lawyer Material upon the expiry of 30 calendar days from the date of cancellation or termination of the Contract.

7. Intellectual Property Rights and Licensing

7.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Platform and our Services. Save for as expressly stated, these Terms of Use do not grant to you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), trade dress, design rights, rights in software (including source code and object code), know-how, goodwill, or any other rights or licences (or any type) in respect of the Platform and our Services.

7.2 The rights granted to the Lawyer by these Terms are personal to that Lawyer and may not be transferred, assigned or otherwise dealt with by a third party in any manner whatsoever.

7.3 The Lawyer will abide by regulations and practices in force or use in the relevant jurisdiction in order to safeguard the rights of Wooqlaw in its Logo and will not do or omit to do anything to diminish the rights of Wooqlaw in the Logo or impair any registration of the Logo.

7.4 You agree not to take any action inconsistent with our ownership of our intellectual property rights and agree not to challenge our ownership or use of such intellectual property rights and further agree not to attempt to register any such intellectual property rights, owned or used by the other party or any other names or marks confusingly similar thereto.

7.5 You will be responsible for any use which you make of (or licence which you may give to) any intellectual property rights pursuant to any arrangement entered with any third party and indemnify us against any and all claims, losses, costs, damages or expenses arising as a result.

8. Limitation of Liability and Indemnity

8.1 You acknowledge and accept that we make no warranty and give no representation of any kind in relation to any third-party content, data, information or advice (including those contained in an Enquiry, or no content, data, information or advice whatsoever) received as a result or, or in connection with, your use of our Platform and Services, and we shall not be held responsible or liable for any incompleteness or inaccuracy in or arising out such third-party content, data, information or advice.

8.2 Our Platform and Services merely enable Clients to search for and connect with lawyers or law firms specialising in their requested or recommended legal field. As such, we do not warrant or guarantee that we will be able to connect you with any Clients, refer any Enquiries to you, nor that any business will develop for you as a result of your use of the Platform and/or our Services.

8.3 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, our Platform or Services; or your use of or reliance on any content displayed on our Platform or provided as part of our Services.

8.4 All implied warranties, conditions, representations or other terms that may be applied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

8.5 To the fullest extent permitted by law, we do not accept any liability for loss of revenue, loss of actual or anticipated profits, loss of business, loss of reputation, injury (not caused by our negligence), distress, loss of contracts, or any indirect or consequential loss or damage.

8.6 Nothing in these Terms shall limit or exclude our liability in respect of death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

8.7 Except as expressly stated to the contrary above, our entire liability to you under or in connection with the Contract shall be limited to the amount of the Charges paid by you in the previous 12 months.

8.8 Neither party to these Terms of Use shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes, insurrection or riots, embargoes, container shortages, inability to obtain supplies, equipment or materials, requirements or regulations of any civil or military authority (an “Event of Force Majeure”). If an Event of Force Majeure continues for more than 45 days, either party shall be entitled to terminate the Services on written notice to the other without either party having any further liability save for any accrued rights or claims which existed prior to the Event of Force Majeure.

8.9 You accept that we have no responsibility for any information posted on our Platform or provided as part of the Services by any third party or for any action taken by them as a result of arrangements entered into by you.

8.10 You accept that you alone are responsible for carefully assessing the relevance and appropriateness of any services or content offered by or through any third party.

8.11 You are responsible for your own professional and regulatory compliance with Applicable Regulations in relation to any services you provide to Clients.

8.12 You acknowledge that while information provided by us relating to the Services has been provided in good faith, you are entering into these Terms on the basis of your own enquiries and you acknowledge that you have not relied on, and shall have no right or remedy in respect of, any representation, statement, assurance or warranty as to the development of your business via the Services or otherwise.

8.13 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your use of the Platform and our Services; any breach of the Contract by you and/or your Authorised Users of these Terms; and/or the Lawyer Material (save where such claim, action, proceeding, loss, damage, expense or cost arises as a result of our failure to comply with our own obligations in respect of the Lawyer Material).

9. Data Protection

9.1 How we use any personal data you or Clients provide to us is set out in our Privacy Policy which forms an integral part of these Terms. The provisions of this section 9 set out some key principles for the processing of your personal data and additional safeguards for sharing your personal data with others.

9.2 In these Terms, the terms “controller”, “processor”, “data subject”, “personal data”, “processing” and “appropriate technical and organisational measures” have the meanings given to them in the Data Protection Act 2018 and the version of the General Data Protection Regulation (Regulation (EU) 2016/679) as retained by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419) (“Data Protection Legislation”).

9.3 To the extent that we collect any personal data relating to you in the course of operating the Platform and providing the Services, you agree to us holding and processing in any manner and transferring such data for the purposes of carrying out the Services or any of our obligations under these Terms, and for the administration and management of our business, for compliance with applicable procedures, laws and regulations and for any other purpose for which you have given your consent. You acknowledge that where we determine what personal data we collect from you, and the purpose and means of its processing, we are the controller.

9.4 Both parties must ensure their own compliance with Data Protection Legislation. This section 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

9.5 In operating the Platform and providing the Services, we may share certain data, including personal data, about the Clients with you (for example, in the form of the Client's Enquiry). Where we do so, as well as where you obtain additional personal data from Clients, you shall be a controller in your own right of such personal information, for the purposes of the Data Protection Legislation, as you determine the purposes and means of the processing of that personal data.

9.6 Where you are a controller pursuant to section 9.5 of these Terms of Use, you:

1. acknowledge and agree that the personal data may not be transferred or stored outside the UK or EEA unless any such transfer is in strict accordance with the Data Protection Legislation;
2. shall ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of these Terms of Use (where we are acting as a processor on your behalf) so that we may lawfully use, process and transfer the personal data;
3. shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Legislation;
4. shall ensure that you have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by you); and
5. undertake that if you intend to use the personal data for any other purpose than as set out in these Terms you shall notify the individual of the same immediately and ensure you have all the necessary and appropriate consents, and lawful basis for processing the personal data for such new purpose.

9.7 On our Platform, Clients and lawyers may input Client Material and Lawyer Material, respectively, and, in doing so, access, manage and utilise their personal data as well as personal data of third parties. Where we manage any third-party personal data, we are required to process that data on behalf of the relevant third party and we are the processor for the purposes of the Data Protection Legislation, and you are the controller.

9.8 Without prejudice to the generality of section 9.7, the processor shall, in relation to any personal data processed in connection with the performance of its obligations under these Terms:

1. process that personal data only on the controller's documented written instructions (including our obligations arising from these Terms) unless we are required by the applicable laws to process personal data. Where the processor is relying on the applicable laws as the basis for processing personal data, the processor shall promptly notify the controller of this before performing the processing required by the applicable laws unless those applicable laws prohibit the processor from so notifying the controller;
2. not transfer any personal data outside of the European Economic Area and the United Kingdom.

10. Additional Provisions in relation to Lawyer Material

10.1 We shall follow our own internal archiving procedures for any Lawyer Material which we may have in place, amend and update in our sole discretion from time to time. In the event of any loss or damage to the Lawyer Material, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Lawyer Material from the latest back-up of such Lawyer Material any loss, destruction, alteration or disclosure of the Lawyer Material caused by any third party (except those third parties sub-contracted by us to perform services related to the maintenance and back-up of the third party data for which it shall remain fully liable).

11. Confidentiality

11.1 During your use of the Platform and our Services we may provide, or make available to you, certain Confidential Information (as defined below). Subject to section 11.2, you agree that you shall hold such Confidential Information strictly in confidence, take all necessary steps to ensure that the Confidential Information is not disclosed or distributed by or on behalf of you, and not make such Confidential Information available to any third party or use our Confidential Information for any purpose other than as permitted under these Terms.

11.2 You may disclose the Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, you give us as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this section 11.2, you take into account and implement all of our reasonable requests in relation to the content of such disclosure.

11.3 A reference to Confidential Information within these Terms of Use includes any and all information of whatever nature disclosed directly or indirectly by us to you, including any information relating to our business affairs, customers, suppliers, products and services, technical information and data, financial information, marketing information, analyses, documents, data, formulae, processes, designs, know-how, source code, object code, trade secrets and Intellectual Property Rights which information is designated in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

11.4 The obligations contained within this section 11 shall survive any termination of your Subscription.

12. Miscellaneous

12.1 In the event of any conflict between these Terms and information provided by or on behalf of us or on our Platform, these Terms will prevail.

12.2 We will send you information relating to your account (e.g. payment authorisations, invoices, changes in password or payment method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration.

12.3 If any provision of these Terms shall be found to be unenforceable or invalid in whole or part, then such whole or part provision shall be deemed deleted from these Terms and the remainder shall continue in full force and effect.

12.4 Nothing in these Terms shall be deemed to create between you and us any of the relationships of partnership, agency, employment or joint venture.

12.5 Headings within these Terms are for convenience only and shall have no effect on the interpretation of the terms within.

12.6 An obligation on you to do something, shall also be interpreted as an obligation to procure that something is to be done.

12.7 References to include, includes in particular or anything similar are illustrative only and none of them shall limit the sense of the words preceding or following them and each of them shall be deemed to incorporate the expression without limitation.

12.8 We may transfer our rights and obligations under the Contract to another person. You may only transfer your rights or obligations under the Contract to another person with our prior written consent.

12.9 The Contract based on these Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.10 If we do not insist immediately that you do anything your are required to do under the Contract, or if we delay taking steps against you in respect of your breaking the Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you in future.

12.11 A person who is not a party to these Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

12.12 The Contract and any dispute or claim arising out of or in connection with its formation or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

12.13 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract, its formation or subject matter.