Terms and conditions

Below are our terms of service for the use of this website and our services – they apply to all users, including business users and consumers. Further terms and conditions of sale will apply to the purchase of templates, as displayed below.

Our Terms and You

These terms of use and service relate to your use of this Website, are an agreement (“Agreement”) between you and Legalo Ltd about your use of the information, software, products, and services contained in or available through this Website and should be read in conjunction with our privacy policy. If you do not agree to these terms in full please leave this Website and do not make use of our services. By remaining on this Website and/or making use of our services you are deemed to accept these terms in full. Our terms and our privacy policy are updated from time to time, e.g. to reflect changes in our services and this Website. Please return to these terms from time to time. Protecting your privacy is very important to us: please review our privacy policy, which explains how we treat your personal information and protect your privacy.

1. DEFINITIONS

1.1 “Legalo.co.uk”, “Us”, “Our” and “We” all refer to this Website, or the owner of it, which Website belongs to Legalo Ltd whose main trading address is at 15 Ann Beaumont Way, Hadleigh, Ipswich, Suffolk, IP7 6SA. Legalo is a trading name and unregistered trademark of Legalo Ltd (company number 09418406), a private company registered in England and Wales with its registered office address at 15 Ann Beaumont Way, Hadleigh, Ipswich, Suffolk, IP7 6SA.
1.2 “You” refers to you the visitor and, or customer.
1.3 “Documents” refers to the documents, forms and templates available free or for purchase on this Website.
1.4 “Website” means this website at legalo.co.uk.
1.5 You will be able to access the majority of this Website without having to register any details with us. However, areas such as our customer control panel are only be accessible if you have registered. Registration is free.

2. ACCESS TO WEBSITE

2.1 You can access most parts of this Website without having to register any details with us. This includes all articles, guides, news and product information pages within the Website. Access to our Customer Control Panel is only available to registered members. Registration is free.
2.2 It is for you to make the proper arrangements for you to access this Website. You are responsible for ensuring that all persons who access the Website through your Internet connection are aware of this Agreement, and that they comply with it.

3. USE OF WEBSITE AND SERVICES

3.1 Any material that is available free of charge on this Website you are permitted to use for your own personal use. All Documents that are purchased from us can be used as contracts for your business to enter into or as business letters for your business to send, but not for distribution (including sharing or making available for use by others by any means, whether free of charge or for payment) or resale. You can modify and reuse Documents that are purchased from us as many times as you wish but only as contracts for your business to enter into or as business letters for your business to send. You promise that you will not resell or otherwise attempt to commercially benefit from the Documents or Website content.
3.2 All intellectual property (including without limitation copyright) in this Website, its content and all Documents belongs to us or our licensors. Our status (and that of any identified contributors) as the authors of material must always be acknowledged and you must not use the Documents or material on the Website in a derogatory manner.
3.3 Otherwise than in accordance with clause 3.1, no part of this Website or our Documents may be used without our prior permission. You must not obtain or attempt to obtain any Documents from this Website through any means not intentionally made available or provided for through the Website.

4. SITE UPTIME

4.1 We take all reasonable steps to ensure that this Website is available 24 hours every day, 365 days per year. However, websites do sometimes encounter downtime due to server and, other technical issues. Therefore we will not be liable if this Website is unavailable at any time.
4.2 This Website may be temporarily unavailable due to issues such as system failure, maintenance or repair or for reasons beyond our control. Where possible we will try to give our visitors advance warning of maintenance issues but shall not be obliged to do so.

5. VISITOR CONDUCT

5.1 With the exception of personally identifiable information, the use of which is covered under our privacy policy, any material you send or post to this Website shall be considered non-proprietary and not confidential. Unless you advise us to the contrary, we will be free to copy, disclose, distribute, incorporate and otherwise use such material for any and all purposes.
5.2 When using this Website you shall not post or send to or from this Website any material:
5.2.1 for which you have not obtained all necessary consents;
5.2.2 that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom;
5.2.3 which is harmful in nature including, and without limitation, denial-of-service attacks, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.
5.3 We will fully co-operate with any law enforcement authorities or court order requiring us to disclose the identity or other details of any person posting material to this Website in breach of Paragraph 5.2.

6. LINKS TO AND FROM OTHER WEBSITES

6.1 Any links to third party websites located on this Website are provided for your convenience only. We have not reviewed each third party website and have no responsibility for such third party websites or their content. We do not endorse the third party websites or make representations about them or any material contained in them. If you choose to access a third party website linked to from this Website, it is at your own risk.
6.2 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, any page on this Website, and subject to the following conditions:
6.2.1 you do not in any way imply that we are endorsing any services or products unless this has been specifically agreed to by us in writing;
6.2.2 you do not misrepresent your relationship with us or present any false information about us;
6.2.3 you do not link from a website that is not owned by you; and
6.2.4 your website does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the United Kingdom.
6.3 If you choose to link to our Website in breach of Paragraph 6.2 you shall fully indemnify us for any loss or damage suffered as a result of your actions.

7. SATISFACTION GUARANTEE AND REFUND POLICY

7.1 We are totally confident in the accurateness and suitability for use of all of our legal templates. Our templates are written for us by senior UK lawyers with many years of experience in drafting legal documents. If you purchase a document and find that for some reason that you are not satisfied that it is fit for the purpose that we have held it out as being suitable for, then we will provide a full refund.
7.2 Please note that our refund policy does not apply where you purchase a document but subsequently claim that it was the wrong document or that it is not appropriate for your needs. We hope that you will appreciate that the legal document templates that we provide are available for use immediately once purchased and that once received a customer can copy them or do anything that they wish and therefore an “any reason” refund policy would unfortunately be open to abuse.
7.3 To claim a refund, simply email us with your customer ID which is contained in your original purchase confirmation email and we will aim to refund the payment to your bank account or credit card within 24 hours. On our making such refund, your permission to use the legal template in question for any purpose will automatically cease.

8. DISCLAIMER

8.1 We take reasonable steps to ensure that the information on this Website is correct at the time of first publishing. However, we do not guarantee the correctness or completeness of material on this Website or the absence of inaccuracies or typographical errors. We may make changes to the material on this Website at any time and without notice, including corrections. The material on this Website may be out of date, or on rare occasions incorrect and we make no commitment to ensure that such material is correct or up-to-date. We are not liable to send you notice of any changes or corrections made.
8.2 The material at this Website is provided without any conditions or warranties of any kind. To the maximum extent permitted by law, we provide access and use of this Website on the basis that we exclude all representations, warranties and conditions which, but for these Terms, may have effect in relation to this Website.

9. EXCLUSION OF LIABILITY

9.1 All information, Documents and services are provided “as is” without warranty or condition of any kind. Legalo disclaims all warranties and conditions with regard to this information, Documents and services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
9.2 Legalo is not a law firm, does not practice law, does not give legal advice and is not acting as your solicitors at any time. No solicitor-client relationship will be created with Legalo. You represent yourself in any legal matters you undertake via the Website’s document service. The Website is not a substitute for the legal advice of a solicitor. We aim to update the Website and its Documents regularly, but they may not always be fully up-to-date at all times, since the law can change rapidly at times. Reasonable care is taken to ensure that when a free-of-charge article was first published it was at that time up-to-date, but free-of-charge articles will not usually be kept up-to-date. The legal information on the Website or in any guides downloaded with Documents is not legal advice and is not always up-to-date. It is not guaranteed to be correct or complete, and in many cases will be an abbreviated and simplified summary for general use or general guidance only, and is not a substitute for detailed and specific legal advice on your own situation from a solicitor. The law is a personal matter and the conclusion of legal advice may turn depending on matters specific to you – no general information or legal tool like Legalo provides is suitable for every situation. The Documents are templates reasonably fit for use by you as a starting point for the preparation of legal documents. Even with the guides that accompany them, they are only intended to be used as general templates, which ought to be properly and thoroughly adapted and revised by you to meet your individual and specific requirements. Therefore, you are advised of the need to take specific legal advice for your specific problem or situation and to consult a suitably qualified lawyer.
9.3 Guest users – you use the Website at your risk – none of Legalo, its employees, agents  and sub-contractors will have any liability to you or another party for loss or damage whatever or however arising from use of the Website (whether under these terms and conditions or another contract, or as a result of negligence or a misstatement, misrepresentation or other tortious acts or omissions). Fee-paying customers – Legalo’s liability to you for any loss or damage is limited to damages of an amount equal to ten times the download fee received by Legalo for the relevant Document purchased by you.
9.4 Neither we nor any other party (whether or not involved in producing, maintaining or delivering this Website) shall be liability or responsible for any kind of loss or damage that may result to you or a third party as a result of your or their use of our Website. This exclusion shall include (without limitation) servicing or repair costs and any other direct, indirect or consequential loss, and whether in tort, contract or otherwise in connection with this Website.
9.5 Nothing in these Terms shall exclude or limit liability for (i) death or personal injury caused by negligence (as defined by the Unfair Contract Terms Act 1977); (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any liability which cannot be excluded or limited under English law.

10. MISCELLANEOUS

10.1 If any part of this Agreement is determined to be invalid or unenforceable under any applicable law, including, but not limited to, the above disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed to be replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in effect.
10.2 Unless otherwise specified, this Agreement constitutes the entire Agreement between you and us with respect to the Website and it supersedes all prior communications and proposals, whether electronic, oral or written, between you and us with respect to the Website and the Documents.
10.3 You must not assign or otherwise transfer the Agreement, or any right granted under it, without our written consent. We can freely transfer our rights under the Agreement.
10.4 Any failure by us to enforce or exercise any provision of the Agreement, or any related right, will not be a waiver of that provision or right.
10.5 We may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, postings on the Website, or other reasonable means now known or developed in the future.

11. GOVERNING JURISDICTION

11.1 This Legal Notice shall be governed by and construed in accordance with English law. Any dispute(s) arising in connection with this Legal Notice are subject to the exclusive jurisdiction of the courts of England and Wales.

Version: June 2017

TERMS AND CONDITIONS OF SALE  – B2B

Below are our terms and conditions of sale for templates – they apply to all business customers, but not customers who are consumers.

1. Interpretation

1.1 The following definitions shall have the following meanings:

“the Customer” means the person, firm or company purchasing services from the Supplier;

“Force Majeure Event” means an event beyond the reasonable control of the Supplier, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, inability to procure materials or articles except at increased prices or default of agents, suppliers or subcontractors;

“Intellectual Property Rights” means any patent, right to an invention, copyright and related rights, trade mark, business name, design right, domain name, goodwill, the right to sue for passing off, design right, database right, right to use and protect the confidentiality of confidential information (including without limitation know-how and trade secrets) and all other types of intellectual property rights, registered or unregistered, including all applications and the right to apply for renewals or extensions of, and right to claim priority from, such rights and all similar rights or forms of protection existing or which will exist now or in the future in any country;

“the Services” means the services that the Supplier is to supply to the Customer in accordance with these terms, consisting of granting the Customer access to the ordered downloadable files for one or more legal document templates and their guides;

“the Supplier” means Legalo Ltd (a company registered in England and Wales, with company number: 09418406) whose registered office is at 15 Ann Beaumont Way, Hadleigh, Ipswich, Suffolk, IP7 6SA, UK;

“these terms” means these terms and conditions as amended from time to time in accordance with clause 2.2;

“Website” means the Supplier’s website at legalo.co.uk;

“Working Day” means a day other than a Saturday, Sunday or public holiday in England when clearing banks in London are open for business.

1.2 The rules of interpretation in this clause 1 apply in these terms.

1.3 Clause headings do not affect the interpretation of these terms.

1.4 Except where a contrary intention appears, a reference to a clause is a reference to a clause of these terms.

1.5 Unless otherwise specified, a reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6 A person includes a corporate or unincorporated body.

1.7 Writing or written includes faxes and email.

1.8 Any obligation in these terms on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.9 Unless the context otherwise requires, (a) words in the singular shall include the plural and in the plural shall include the singular and (b) a reference to one gender shall include a reference to the other genders.

1.10 Any words following the terms “including”, “include”, “in particular” or “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Basis of the Sale

2.1 The Supplier contracts on these terms only, and acceptance by the Supplier of any order from a Customer shall be upon these terms and shall override any other terms and conditions stipulated or incorporated by the Customer in its order or in any negotiations, or which are implied by trade, custom, practice or course of dealing.

2.2 Variations or representations will only be binding on the Supplier if confirmed in writing by an authorised officer of the Supplier.

3. The Services

3.1 The Supplier will supply the Services to the Customer.

3.2 All descriptions, previews and illustrations (a) contained in the Website or (b) otherwise communicated to the Customer are intended to present merely a general idea of the Services described and shall not form part of the contract or have any contractual force.

3.3 The Supplier reserves the right to make substitutions and modifications to the specifications of the Services, provided that this does not materially affect their performance.

3.4 The Supplier will use its reasonable endeavours to procure that the Services are supplied on time. However in the supply of the Services time shall not be of the essence.

4. Price

4.1 The price of the Services is as stated on our Website and is net of Value Added Tax at the appropriate rate, if applicable.

4.2 The Supplier shall only send the customer an invoice on request.

5. Cancellation

5.1 The Customer may not cancel the contract without the written consent of the Supplier.

6. Payment

6.1 Payment shall be made in full in advance of the supply of the Services. Time for payment shall be of the essence of the Contract.

6.2 All sums payable by the Customer under these terms shall be made without any set-off, deduction or deferment of any nature.

7. Delivery

7.1 Delivery of the Services is made by way of making the documents comprised in the Services available for download from the Website in the “My Account” area once the Customer has logged in. The Customer shall promptly download all of the documents comprised in the Services from there. It is the responsibility of the Customer to use a sufficiently up-to-date Internet browser (excluding the use of Microsoft Internet Explorer) to be able to gain access to the downloadable templates and the Website.

8. Warranties (supply of services)

8.1 The Supplier warrants that any Services shall be provided with reasonable skill and care.  The Supplier’s liability under this warranty shall be limited to making available free of charge the labour and materials required to make good any failure to perform the Services with reasonable skill or care.  The Supplier’s liability is also conditional upon written notice of the defect being given to the Supplier within 7 days after discovery of the same and in any event within 3 months after the date of performance of the Services.

8.2 The warranty contained in clause 8.1 is given in lieu of and shall be deemed to exclude all other warranties and conditions whether express or implied whether arising by common law, statute or otherwise.

8.3 All Services are supplied on the basis that the Customer is neither a consumer nor deals as a consumer within the meaning of the Unfair Contract Terms Act 1977.

9. Limitation of Liability and Customer’s obligations

9.1 Save as provided under the Unfair Contract Terms Act 1977 and save as mentioned in clause 8, the Supplier’s liability for any loss, injury or damage of any nature whatsoever, whether direct or consequential, arising out of or in connection with any Services supplied by the Supplier or resulting from the use thereof and whether arising out of a breach of implied or express term, warranty or condition shall not exceed the cost to the Customer of replacing the Services, provided that the Supplier is afforded a reasonable opportunity of replacing the Services. Save as provided under the Unfair Contract Terms Act 1977, the Supplier shall under no circumstances whatever be liable to the Customer for any loss of profit, any indirect loss or consequential loss arising in connection with these terms. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these terms.

10. Force Majeure

10.1 The Supplier shall bear no liability for loss, damage or delay howsoever arising by a Force Majeure Event, and in these circumstances may suspend or cancel the whole or part of any delivery. The Supplier shall endeavour to notify the Customer as quickly as reasonably possible if a Force Majeure Event occurs.

10.2 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 1 week, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to the Customer.

11. Default

11.1 Without prejudice to any other rights it may have, the Supplier may, by notice to the Customer, terminate any contract between the Customer and Supplier forthwith and/or immediately recover from the Customer all sums due from the Customer under any contract with the Supplier (notwithstanding any period of credit which may have been allowed) together with any accrued interest and other legitimate charges and any loss caused to the Supplier as a result of any termination if:

11.1.1 any payment due by the Customer to the Supplier is overdue in whole or in part;

11.1.2 the Customer commits any breach of any of the terms of any contract with the Supplier and, if the breach is remediable, fails to remedy that breach within 7 days after receipt of notice in writing to do so;

11.1.3 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

11.1.4 the Customer 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 or limited liability partnership) 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;

11.1.5 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors, other than (where a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or its solvent reconstruction;

11.1.6 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

11.1.7 a resolution is passed or a court order made resolving or ordering the Customer to be placed into liquidation or ordering that an administrator be appointed over all or any of its assets;

11.1.8 a receiver or administrative receiver is appointed over all or any of the assets of the Customer; or

11.1.9 the Customer (being an individual) has a petition in bankruptcy entered against him, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

11.2 Where the Customer is situated outside of the United Kingdom, the Supplier shall be entitled to terminate the contract and/or recover all sums due pursuant to clause 11.1 if any event occurs in relation to the Customer that is analogous to the events described in clauses 11.1.4 to 11.1.9.

11.3 Without limiting its other rights or remedies, the Supplier may suspend the supply of Services if the Customer fails to pay any amount due on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.1, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

11.4 On termination of a contract for any reason:

11.4.1 the Customer shall cease to use the templates and guides comprised in the Services;

11.4.2 termination will be without prejudice to the parties’ accrued rights; and

11.4.3 any clauses in these terms that expressly or by implication continue to have effect after termination shall continue in full force and effect.

12. Arbitration

12.1 If at any time any question, dispute or difference whatsoever shall arise between the Supplier and the Customer in relating to or in connection with the contract, either of them shall give to the other notice in writing that it requires such question, dispute or difference to be referred to the arbitration of a person to be agreed upon or, failing agreement within 14 days after the date of such notice, of some person to be appointed on the application of either party by the President for the time being of the Law Society pursuant to the Arbitration Act 1996.

13. Intellectual Property Rights

13.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

14. Miscellaneous

14.1 No waiver by the Supplier of any breach of contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision of the contract.

14.2 The parties agree to be bound by these terms, which they consider to be reasonable.  If any clause of these terms is held by any Court or competent authority as invalid or unenforceable in whole or in part the validity of the remainder of these terms and of the remainder of the provisions in question shall not be affected thereby.

14.3 The Customer shall not assign or transfer any contract to which these terms apply nor the benefit thereof to any person whatsoever.

14.4 These terms constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between them relating to the subject matter of these terms. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier that is not set out in these terms.

14.5 Any notice given under these terms must be in writing and delivered to the recipient at the address of (a) its registered office (in the case of a company) or (b) its principal place of business (in any other case), or at such other address as has been notified to the sender previously in writing for the purpose of this clause.

14.6 A notice given under these terms shall be validly served if sent by email.

14.7 A person who is not a party to these terms may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

14.8 These terms shall be governed by and construed in accordance with the laws of England and each of the parties hereto submits to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under these terms.

Version: July 2017