Minerva Portal Terms

TERMS OF USE

These terms of use (“Terms”) govern the User’s use of the Service.  By accepting these Terms by signing them, electronically and/or by accessing or using the Service and/or installing any Software in respect of the Service, the User agrees to be bound by these Terms in full.  The User also agrees that its electronic acceptance of these Terms shall have the same force and effect as if it had agreed to these Terms in writing.

BACKGROUND

1.       Whereas LFS has developed the Service and may customise it.

2.       Whereas the User wishes to utilise the Service in its business.​

DEFINITIONS

Branch” means any branch of the User at which the Service is used.

Charges” means the charges payable in respect of the use of the Service.  Subject to any initial charges set out in the Payment Schedule at the end of these Terms, the charges shall be such fees of LFS (and any third party where the Service incorporates other systems procured by LFS on behalf of the User) that LFS and the User agree or that LFS notifies the User of from time to time pursuant to clause 4.2 and value added tax shall be added to such charges.  Subject to any invoicing arrangements set out in the Payment Schedule at the end of these Terms, the charges shall be invoiced at such times as LFS notifies from time to time.  Where LFS works for the User under LFS’s consultancy agreement, the charges may (in whole or in part) be included within the fees charged and invoiced under the consultancy agreement and LFS will notify the User of the charges that relate to the use of the Service and the charges that relate to the consultancy services supplied. 

Contact” means a client, contact or other party associated with the User and in respect of whom the User uses the Service.

Contract” means the contract created between the parties as a result of the User’s acceptance of these Terms.

Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications)  

Force Majeure” means any act or circumstance beyond the reasonable control of a party to include, but not limited to, natural disaster, act of war, invasion, hostilities, interruption or failure of any utility service to include electric, power, gas, water, telephone and telecommunications.

Intellectual Property Rights” means any and all of the following, whether or not registered, applications for the following items (where registerable) and the right to apply for the following items (where registerable):

a. patents; and

b. copyright, design right, database right, registered designs, trademarks, rights in respect of confidential information, unfair competition rights and similar rights in any country of the world

LFS” means Law Firm Services Limited, company registration number 4276437, whose registered office is situate at Sovereign Court, 230 Upper Fifth Street, Central Milton Keynes, MK9 2HR.

Licence Period” means the annual period of twelve (12) months over which the User has agreed to licence use of the Service.

Security Information” means all user names, passwords, security phrases and all other information required to obtain access to the Service.

Server” means the server or servers maintained for the hosting and provision of the Service and which may be located at such location as LFS may chose, in its absolute discretion, to locate such server or servers.

Service” means the provision of a system and associated support services to assist the User in its business based on the User’s requirements as agreed by LFS from time to time and which is to be used through the User’s website as a service via the internet and which may include, without limitation, (i) the User’s compliance with GDPR (including in respect of data cleansing and obtaining online opt-in consents from Contacts for the purposes of the processing of their personal data by the User); (ii) the User’s quotations, terms of business and other associated documentation and/or information (including by way of questionnaires) being capable of being accepted, provided and/or viewed online by prospective and instructing clients; (iii) instructing clients being able to provide identification documents and monies on account to the User in line with the User’s requirements; and (iv) identification and document verification in respect of instructing clients to assist with anti-money laundering compliance, in all cases whether provided to the User by LFS as a standalone system, whether provided to the User by LFS as a system incorporating other systems procured by LFS on behalf of the User, and whether incorporated into a system provided to the User by a third party.  

Software” means the software (including application, database, system and server software) comprised within the Service.   

"Term” means the term of the Contract, commencing upon the first day of the month following the User’s acceptance of these Terms (unless such acceptance is on the first day of a month, in which case it shall commence on that day) and ending in accordance with these Terms.  The Term shall continue indefinitely subject to termination under these Terms.

UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the United Kingdom including the General Data Protection Regulation ((EU) 2016/679) (the “GDPR”); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

User” means the person, firm or company who uses the Service subject to these Terms.

User Data” means all data, works and materials uploaded to or stored on the Service by the User or a Contact; transmitted by the Service at the instigation of the User or a Contact; supplied by the User or a Contact to LFS for uploading to, transmission by or storage on the Service; or generated by the Service as a result of the use of the Service by the User or a Contact.

TERMS

The parties agree as follows:​

1.       IN CONSIDERATION of the obligations on the part of the parties hereto, LFS shall provide the Service to the User (and grants a personal, non-exclusive, non-transferable licence to the User, or agrees to procure the grant of such a licence where the Service incorporates other systems procured by LFS on behalf of the User, to access and use the Service during the Term) and the User will comply with all its obligations subject to these Terms.​

2.     LFS’S OBLIGATIONS

2.1      LFS shall use all reasonable endeavours to ensure that the Server shall be maintained, inspected, serviced and repaired as reasonably necessary to ensure that the Service can be provided to the User save where the Service shall not be available by reason of Force Majeure or where the User may be in breach of any term of these Terms and such suspension of the Service shall, in such circumstances, be without liability on the part of LFS. LFS shall endeavour to provide the User with reasonable prior notice of any periods of downtime when the Service will be unavailable due to the carrying out of required maintenance.  For the purposes of this clause 2.1 and these Terms generally, the User acknowledges and agrees that the Server is operated and maintained by Microsoft and that use of the Service by the User is subject to the additional terms of Microsoft (or any replacement server hosting provider of LFS), which are available on request and are hereby incorporated into these Terms and the Contract as if written in full herein.

2.2      LFS shall use reasonable endeavours to customise the Service and communications generated through use of the Service as reasonably required by the User.

2.3      LFS shall make available to the User a telephone or e-mail-based helpdesk through which LFS will provide support services to the User in respect of the Service in accordance with the standards of skill and care reasonably expected from a service provider in LFS’s industry.

2.4      LFS shall respond promptly to all requests for support services made by the User through the helpdesk referred to in clause 2.3.

2.5      LFS shall indemnify the User against any loss or damage suffered or incurred by the User in connection with any claim that the Software or the Service breaches the intellectual property rights or any third party (“IPR Claim”).  For the avoidance of doubt, this indemnity shall not apply where the IPR Claim in question is attributable to possession or use of the Software or the Service (or any part thereof) by or on behalf of the User other than in accordance with these Terms.  

2.6      If any third party makes an IPR Claim, or notifies an intention to make an IPR Claim against LFS, LFS’s indemnity under clause 2.5 is conditional on the User:

2.6.1   as soon as reasonably practicable, giving written notice of the IPR Claim to LFS, specifying the nature of the IPR Claim in reasonable detail;

2.6.2   not making any admission of liability, agreement or compromise in relation to the IPR Claim without the prior written consent of LFS (such consent not to be unreasonably conditioned, withheld or delayed);

2.6.3   giving LFS the option to defend or settle the IPR Claim and conduct of such defence or settlement;

2.6.4   giving LFS and its professional advisers access at all reasonable times (on reasonable prior notice) to its premises and its officers, directors or members (as the case may be), employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the User, so as to enable LFS and its professional advisers to examine them and to take copies (at LFS’s expense) for the purpose of assessing the IPR Claim; and

2.6.5   subject to LFS providing security to the User’s reasonable satisfaction against any loss or damage which may be incurred, taking such action as LFS may reasonably request to avoid, dispute, compromise or defend the IPR Claim.

2.7      If any IPR Claim is made, or in LFS’s reasonable opinion is likely to be made, against the User, LFS may at its sole option and expense:

2.7.1   procure for the User the right to continue to use the Software (or any part thereof) and/or the Service (or any part thereof) in accordance with these Terms;

2.7.2   modify the Software and/or the Service so that it ceases to be infringing;

2.7.3   replace the Software with non-infringing software and/or the Service with a non-infringing service; or

2.7.4   terminate the Contract immediately by notice in writing to the User and, in such circumstances, the User shall be entitled to a pro-rata refund of any Charges paid in advance in respect of use of the Service during the then current Licence Period to reflect the part of the Licence Period over which it will not use the Service (except for any part of the Charges which are fees charged by any third party which cannot be avoided), provided that if LFS modifies or replaces the Software and/or the Service, the modified or replacement Software and/or Service (as the case may be) must function in substantially the same way to the Software and/or the Service (as the case may be).

2.8      If at any time the Software, or if as a part of the Service LFS (or any third party on LFS’s behalf), shall transfer information or data or any other form of electronic data or file from the Software or any other computer hardware controlled by or on behalf of LFS to the User’s computer hardware or to any third party’s computer hardware, then LFS shall use all reasonable endeavours to ensure that such computer files or electronic data shall not contain any known virus or other known malicious code (in all cases for which detection and antidote software is generally available) which may cause harm or damage to the User’s or such third party’s computer hardware or systems or the data or information stored upon them or accessed via them.

2.9      LFS shall take such reasonable steps as should be expected of experts delivering the Service to ensure that the User Data shall not become corrupt, damaged or otherwise inaccessible by the User or (as appropriate) a Contact via the Software or mixed with the data of another User of LFS’s Software or systems or accessible by persons other than the LFS personnel, the User or (where appropriate) the Contacts.

3.     USER’S OBLIGATIONS

3.1      The User shall ensure that each Branch from which it wishes the Service to be used shall have such computer hardware, network connections, telecommunications links and infrastructure as may be notified by LFS to the User as being the minimum requirement for the effective use of the Service and shall further ensure that such computer hardware, network connections, telecommunications links and infrastructure shall be regularly and properly maintained, repaired and serviced.

3.2      It is the responsibility of the User and its employees, servants and agents to ensure that all data entered into or through the Service, all documents uploaded into or through the Service and all funds provided through the Service at any time are correct and accurate and LFS accepts no liability in relation to the accuracy of such data entered, such documents uploaded and such funds provided using the Service or for any consequences which follow any inaccurate data being entered, any inaccurate documents being uploaded and any inaccurate funds being provided. 

3.3      To facilitate the User’s use of the Service, the User may be provided with Security Information.  The User hereby agrees to keep such Security Information secret and secure and shall notify LFS immediately (and in any event within twenty four (24) hours – time being of the essence) if it believes or ought reasonably to have believed that such Security Information may have been compromised.

3.4      By way of separate undertaking the User hereby agrees not to make public or disclose to any party whatsoever, save as may be required to give proper effect to the Service or as may be required by law, any of the Security Information.

3.5      The User acknowledges that the provision of the Service may be by way of telecommunications connections and hereby agrees, at its own expense and at each and every Branch, to ensure that such telecommunications connections are installed, maintained, repaired and serviced.

3.6      The User shall pay any Charges to LFS without deduction or set off within twenty-one (21) days of the date of any invoice and in default thereof it shall pay interest upon such outstanding Charges at the rate of five per cent (5%) per annum above the base rate of Lloyds TSB Bank plc subject always to a minimum rate of eight per cent (8%) accruing on a day to day basis from the date of due payment to the date of actual payment.  

3.7      Where the Service incorporates other systems procured by LFS on behalf of the User:

3.7.1   The fees charged by any third party are the User’s responsibility including, by way of example, licence fees.  Such fees (and any mark-up by LFS) will be passed on to the User by LFS for payment by way of the Charges if they are incurred by LFS but shall be advised by LFS in writing and accepted by the User before any fees are incurred (and any mark-up is applied).

3.7.2   The User agrees to abide by the separate terms and conditions of any third party to the extent they are notified by LFS or such third party to the User.  For the purposes of this clause 3.7.2, the terms and conditions of Credas Technologies Ltd (company registration number 10429398) (“Credas”) pursuant to which LFS acts as its reseller are hereby notified to the User and a copy of these terms and conditions is available to the User on request and they are hereby incorporated into these Terms and the Contract as if written in full herein.  Such terms and conditions shall be enforceable by any such third party (including Credas) and any third party whose data, information, software or other material is supplied as part of its system directly against the User.

3.7.3   Should LFS’s right to incorporate any other systems into the Service cease then the User agrees to allow LFS to remove and/or replace those other systems without liability to the User provided that LFS shall, where possible, provide reasonable prior notice to the User of such withdrawal.

3.7.4   Where LFS resales any third party systems to the User (including those of Credas), the User shall not use those systems for marketing, employment screening or credit assessment purposes.

3.7.5   Where LFS resales any third party systems to the User (including those of Credas), the User shall not either directly or indirectly itself or through any agents or third parties request, compile, store, maintain or use any such systems (or any data contained therein) to build its own database, or copy or otherwise reproduce such systems (or any data contained therein).

3.7.6   Where LFS resales any third party systems to the User (including those of Credas), the User shall not resale, redistribute or relicense any such systems, in whole or in part.

3.8      The User shall:

3.8.1   co-operate reasonably with LFS in all matters relating to the Service;

3.8.2   provide in a timely manner such access to the User’s website systems as is reasonably requested by LFS; and

3.8.3   provide in a timely manner such information as LFS may reasonably request, and ensure that such information is accurate in all material respects.

3.9      If LFS’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the User or the User's agents, sub-contractors or employees, LFS shall be entitled to rely on that act or omission to relieve it from the performance of any of its obligations to the extent the act or omission prevents or delays LFS’s performance of any of its obligations.

3.10    Subject to the provisions of clause 12, the User hereby grants to LFS a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Data to the extent reasonably required for the performance of LFS’s obligations and the exercise of LFS’s rights under the Contract. The User also grants to LFS the right to sub-license these rights to its hosting, connectivity and telecommunications service providers provided that any such third party shall be bound by terms similar to those contained in the Contract regarding the handling of User Data, including being required to comply with all Data Protection Legislation.

3.11    The User warrants to LFS that the User Data will not infringe the Intellectual Property Rights or other legal rights of any third party, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.  Further to this, the User shall not export any system (including software) acquired from LFS under the Contract in breach of any legislation or regulations, including United States export laws and regulations, to any country for which the United States or any other government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval. 

3.12    The User shall comply with any fair usage requirements of LFS communicated from time to time, including as to the number of Contacts in respect of whom the User uses the Service.  Where the User does not comply with any such fair usage requirements of LFS, LFS may elect to vary any element of the Charges by giving the User not less than thirty (30) days’ written notice of the variation.  In case the User does not accept such variation, the User may terminate its use of the Service under these Terms by providing written notice to LFS during the written notice period provided by LFS and, in such circumstances, the User shall be entitled to a pro-rata refund of any Charges paid in advance in respect of use of the Service during the then current Licence Period to reflect the part of the Licence Period over which it will not use the Service (except for any part of the Charges which are fees charged by any third party which cannot be avoided).

3.13    The User shall ensure that anyone using the Service on its behalf and any of its Contacts using the Service do so in accordance with these Terms.  The User shall be liable for any non-compliance by any such party as if such non-compliance had been committed by the User. 

4.     TERM AND TERMINATION

4.1      The Licence Period shall renew automatically and the Contract shall continue from one Licence Period to the next unless either party gives not less than sixty (60) days’ written notice of termination prior to the end of the current Licence Period.  Where such written notice is provided, the end of the current Licence Period shall be the “Expiry Date” and, as at the Expiry Date, the parties’ rights and obligations shall cease and determine save in respect of any antecedent breach of either party subsisting at the Expiry Date.  In the absence of such written notice, Charges for another Licence Period shall fall due.

4.2      LFS may elect to vary any element of the Charges at the start of a new Licence Period by giving the User not less than ninety (90) days’ written notice of the variation prior to the end of the current Licence Period.

4.3.     Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:

4.3.1   the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen (14) days after being notified in writing to make such payment;

4.3.2   the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;

4.3.3  the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

4.3.4   the other party suffers what can reasonably be considered an insolvency related event; or

4.3.5   should LFS’s right to incorporate any other systems into the Service cease.

4.4      On termination of the Contract, LFS may destroy or otherwise dispose of any of the User Data in its possession unless LFS receives, no later than ten (10) days after the effective date of the termination of the Contract, a written request for the delivery to the User of the then most recent back-up of the User Data.  LFS shall use reasonable commercial endeavours to deliver the back-up to the User within thirty (30) days of its receipt of such a written request, provided that the User has, at that time, paid all Charges outstanding at and resulting from termination (whether or not due at the date of termination).  The User shall pay all reasonable expenses incurred by LFS in returning or disposing of User Data.

5.     INTELLECTUAL PROPERTY RIGHTS

The User acknowledges and agrees that all Intellectual Property Rights in the Software and in work arising from or created, produced or developed by LFS or its licensors either subsisting at the date these Terms are notified to the User or created in the course of LFS performing its obligations under these Terms including, but without limitation, all documents, data (but not the User Data), computer programmes, object codes, source codes, network designs, notes, inventions, improvements, modifications, discoveries, tools, scripts or other items relating thereto shall belong to, vest in and shall be and remain the sole and exclusive property of LFS or its licensors and the User shall acquire no right, title or interest in or to the same other than the right to use the Service in accordance with these Terms.

6.     LIMITATION OF LIABILITY

6.1      Subject to  clause 6.8, LFS will not be liable in contract, tort (including liability for negligence) or otherwise arising in connection with these Terms or the use of (or inability to use) the Service for:

a) Any economic loss including, but without limitation, loss of revenues, profits, contracts, business or anticipated savings.

b) Any loss of or damage to data, goodwill or reputation.

c) Any special, indirect or consequential losses.

6.2      Subject to clause 6.8, LFS will further not be liable for any loss or damage arising from:

a) Erroneous information uploads using the Service by either the User or a Contact.

b) Erroneous uploading of information using the Service by either the User or a Contact.

c) Erroneous downloading of information using the Service by either the User or a Contact.

d) Erroneous provision of funds using the Service by a Contact.

e) The content of any notepad provided as part of the Service or any e-mail or documentation sent via the Service. 

6.3      The Service is provided on an “as is” and “as available” basis and LFS does not warrant that the User’s use of the Service will be uninterrupted or error-free.  Subject to clause 6.8, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms, including any implied warranties of merchantability or fitness for a particular purpose.  

6.4      The User agrees that it is responsible for its use of the Service and for any content it provides or which is provided on its behalf through the Service or by any Contact and for the consequences thereof, including the use of such content by others and third parties.  The User represents and warrants that it has all the rights, power, authority and permission necessary to use such content including, without limitation, as required by the Data Protection Legislation.  In the event of any loss or damage to User Data, the User’s sole and exclusive remedy against LFS shall be for LFS to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by LFS.  LFS shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by LFS to perform services related to User Data maintenance and back-up for which it will remain fully liable).  

6.5      The User acknowledges and agrees that it is a business customer by virtue of the Service being used by it for its business purposes.

6.6      Subject to clause 6.8, LFS’s total aggregate liability in contract, tort (including liability for negligence) or otherwise arising in connection with these Terms shall be limited to the value of the Charges in respect of the User’s use of the Service during the 12 months preceding the date on which the claim arose. 

6.7      The User acknowledges and agrees that the exclusions and disclaimers provided for in these Terms in respect of LFS’s liability are reasonable, are an essential part of these Terms and formed, and will form, the basis for determining the amount of the Charges.

6.8      Notwithstanding any other term of the Contract, nothing in these Terms shall limit or reduce LFS’s liability to the User or a Contact in connection with any breach of the indemnity at clause 2.5 or any breach of the Data Protection Legislation or clause 12.         

6.9      Each provision of this clause 6 shall be construed separately and if, for any reason, any one or other of these provisions is held to be inapplicable or unenforceable in any circumstances the remaining clause or clauses will remain in full force and effect.

7.     INDEMNITY

The User hereby agrees to defend, indemnify and hold LFS harmless, and to keep LFS fully and effectively indemnified, from and against all liabilities, losses, claims, damages, costs and expenses that LFS may suffer from:

7.1      Any breach of these Terms by the User or a Contact.

7.2      Any transmission or receipt of any content, message or funds sent via the Service by the User or a Contact.

7.3      The data submitted by the User or a Contact using the Service, transmitted using the Service or made available through the Service.​

7.4      Connection by the User to the Service.

7.5      Violation of the rights of any third party by the User or a Contact.

7.6      Any claims or legal proceedings arising from the use of the Service by the User or a Contact under these Terms including, but not limited to, claims in respect of defamation, breach of copyright or other Intellectual Property Right infringement, which are brought or threatened against LFS by any other person save for in respect of any third party claim that the Service or the Software breaches the Intellectual Property Rights of any third party.

7.7      Breach of applicable law, rule or regulation by the User or a Contact.

8.     ESCROW

LFS undertakes upon a written request of the User to place the source code for the Software, to the extent it is owned by LFS but not to the extent it is licensed to LFS, in escrow with LFS’s nominated United Kingdom based escrow agent on that escrow agent’s applicable terms and conditions (or such other escrow agent as the parties may agree from time to time) within thirty (30) days of the User’s request.  The cost of the escrow agent’s fees shall be payable by the User.  LFS shall ensure that the version of such source code which is deposited in escrow pursuant to this clause 8 is the current version and is kept up to date at the User’s further cost as the Software is modified or upgraded.

9.     MISCELLANEOUS PROVISIONS

9.1      These Terms and (if any) the consultancy agreement between the User and LFS contain the entire agreement between the parties relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals (whether written or oral) between LFS and the User in relation to the provision of the Service and all matters ancillary thereof.

9.2      LFS may, subject to clause 12.5, assign or sub contract any or all of its obligations under these Terms subject to obtaining the User’s prior written consent (such consent not to be unreasonably conditioned, withheld or delayed).

9.3      Neither LFS nor the User will be deemed to be in breach of any of its obligations under these Terms or for any delay in the performance of any obligation under these Terms if and to the extent that such delay or failure is due to a circumstance of Force Majeure.

9.4      Any failure by LFS or the User to enforce or exercise any right or provision contained in these Terms will not constitute a waiver of that right or provision.

9.5      If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provision or provisions of these Terms will remain in full force and effect and this shall not affect the enforceability of any remaining provisions of these Terms.

9.6      The headings appearing in these Terms are for reference only and shall not affect the construction thereof.

9.7      Words importing the singular only shall include the plural and vice versa.

9.8      These Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.

9.9      These Terms shall remain in full force and effect after the Expiry Date in respect of any matters, covenants or conditions which shall not have been done, observed or performed prior thereto and also representations and warranties and obligations of the parties shall, except for any obligations fully performed on or before the Expiry Date, continue in full force and effect notwithstanding the termination of the User’s use of the Service.

9.10     For the purposes of the Contracts (Rights of Third Parties) Act 1999 and subject only to clause 3.7.2, these Terms are not intended to, and do not, give any person who is not a party to them any right to enforce any of their provisions save for any Contact whose User Data is stored on the Server or processed by LFS or any third party pursuant to the Service who may enforce these Terms as if they are a party to them.  The rights of LFS and the User to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any third party (including any such Contact).​

10.   COMPLIANCE WITH STATUTES AND PERMISSIONS

The parties hereto confirm that they have obtained or will obtain all necessary licences, consents, approvals, permissions, permits and other authorities (public or private) necessary for the carrying on of their business and for the provision or the receipt of the Service (“Permissions”), all of which are or will be valid and subsisting and neither party knows of any reason, nor any facts or circumstances, which would be likely to give rise to any reason why any of those Permissions should be suspended, cancelled, revoked or not renewed.

11.     INSPECTION RIGHTS

11.1    LFS and any regulator of the User shall during normal office hours and subject to providing reasonable prior notice have access to:

11.1.1 all premises used by the User in respect of the Service for the purpose of inspecting the User’s use of the Service and compliance with its obligations under these Terms; and

11.1.2 all premises used by the User for the purposes of inspecting records and documents kept in connection with the use of the Service (including the right to copy and remove such documentation).

11.2    The User and any regulator of the User shall during normal office hours and subject to providing reasonable prior notice have access to the Server and any back-ups of the Server on which User Data is stored from time to time to the extent that LFS is able to provide or procure such access.

12.    DATA PROTECTION LEGISLATION

12.1    Both parties will comply with all applicable requirements of the Data Protection Legislation.  This clause 12.1 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

12.2    The parties acknowledge that, for the purposes of the Data Protection Legislation, in respect of any personal data (as defined in the Data Protection Legislation, “Personal Data”) concerning any Contact and processed as a result of use by or on behalf of the User or a Contact of the Service, the User is the data controller and LFS is the data processor (where “Data Controller” and “Data Processor” have the meanings as defined in the Data Protection Legislation).  The Data Protection Schedule sets out the scope, nature and purpose of processing by LFS, the duration of the processing and the types of Personal Data and categories of data subject (as defined in the Data Protection Legislation, “Data Subject”). 

12.3    Without prejudice to the generality of clause 12.1, the User will ensure it has all necessary appropriate consents and notices in place to enable lawful transfer of any Personal Data to LFS for the duration and purposes of these Terms and so that LFS may contact any Contact inviting them to upload any required data (Personal Data or otherwise) into the Software.

12.4    Without prejudice to the generality of clause 12.1, LFS shall, in relation to any Personal Data processed in connection with the performance by LFS of its obligations under these Terms and/or its provision of the Service:

12.4.1 process that Personal Data only on the written instructions of the User unless LFS is required by the laws of any member of the European Union or by the laws of the European Union applicable to LFS to process Personal Data (“Applicable Laws”).  Where LFS is relying on the laws of a member of the European Union or European Union law as the basis for processing Personal Data, LFS shall promptly notify the User of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit LFS from so notifying the User;

12.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the User, 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 unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the 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 it);

12.4.3 ensure that all personnel of LFS and any third party who have access to and/or process Personal Data are obliged to keep the Personal Data confidential and to only process that Personal Data in accordance with the terms of the Contract;

12.4.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the User has been obtained and the following conditions are fulfilled:

(i)      the User or LFS has provided appropriate safeguards in relation to the transfer;

(ii)      the Data Subject has enforceable rights and effective legal remedies;

(iii)     LFS complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv)     LFS complies with reasonable instructions notified to it in advance by the User with respect to the processing of the Personal Data;

12.4.5 assist the User in a timely manner, at the User’s cost (save where such request relates to a breach by LFS, it’s personnel, agents or contractors of any obligations pursuant to the Contract or the Data Protection Legislation, in which circumstance LFS shall bear its own costs), in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect of security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

12.4.6 notify the User without undue delay on becoming aware of a Personal Data breach and comply at LFS’s own cost with any action or steps, investigation or remedial action that the User requires LFS to take in connection with such a breach (save where any such steps, investigation or remedial action are required as a result of the User’s acts or omissions in breach of the Contract);

12.4.7 subject to clause 4.4, at the written direction of the User, delete or return Personal Data and copies thereof to the User on the Expiry Date unless required by Applicable Laws to store the Personal Data; and

12.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 12.4 and allow for audits by the User or the User’s designated auditor.

12.5   The User consents to LFS appointing any third party processor of Personal Data under these Terms subject to LFS notifying the User of such appointment in writing and subject to LFS entering into a written agreement with any such third party incorporating terms which are substantially similar to those set out in this clause 12. As between LFS and the User, LFS shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause 12.5.

12.6    If an amendment is required to this clause 12 in order to comply with the Data Protection Legislation, Applicable Laws or requirements set out by the User, the User will provide an amendment with the required changes to LFS.  Both parties will work together in good faith to promptly execute a mutually agreeable amendment to this clause 12 reflecting the required amendment.  In case LFS is not able to accommodate the requested changes, the User may terminate its use of the Service under these Terms with fifteen (15) days’ written notice and, in such circumstances, the User shall be entitled to a pro-rata refund of any Charges paid in advance in respect of use of the Service during the then current Licence Period to reflect the part of the Licence Period over which it will not use the Service (except for any part of the Charges which are fees charged by any third party which cannot be avoided).

THE DATA PROTECTION SCHEDULE

1.       Processing by LFS

1.1      Scope

The processing of Personal Data relating to the User and/or Contacts.

1.2      Nature

Such processing as is required for LFS to effectively provide the Service to the User.

1.3      Purpose of processing

To enable the User or a Contact to effectively use the Service.

1.4      Duration of the processing

Corresponding to the term of the User’s use of the Service under these Terms.

2.       Types of Personal Data

Name, address, title, date of birth, telephone number, mobile number, address, e-mail address, passport details, driving licence details, other identification details, and financial data including bank account and payment card details, medical and other special categories of personal data.

3.       Categories of Data Subject

Contacts.

 

THE PAYMENT SCHEDULE

Tier pricing Contract, in which case:

          □       As per proposal

□        Contract start date :

          □       As agreed

“Contracted Matter” means each matter in respect of which the Service is used by or on behalf of the User by an instructing client. 

“Contracted Matter Charges” means the Charges payable by the User to LFS on a per Contracted Matter basis as set out in this Payment Schedule or amended from time to time.

“Quarter” means each three (3) month period following the start of the Term.

1.       The User shall pay the Contracted Matter Charges to LFS in respect of each Contracted Matter.

2.       If the Customer elects to use the Service to carry out any identity check or bank check, or to send any text message, the User shall pay the associated Charges to LFS as set out in this Payment Schedule or amended from time to time depending on whether the Contract type is tier pricing (in which case the User shall pay the associated Charges depending on which pricing tier applies to it) or pay as you go.

3.       If the Contract type is tier pricing, the following shall apply:

3.1     There are eight (8) pricing tiers.  The User shall pay the associated Charges depending on which pricing tier applies to it for the duration of the Term.

3.2     LFS shall invoice the User on a monthly basis in arrears for the Contracted Matter Charges based on the amount of new Contracted Matters in respect of which the Service is used by or on behalf of the User during the previous month and for any Charges associated with the System being used to carry out/send any identity checks, bank checks and text messages on Contracted Matters during the previous month.

3.3     Every quarter, there shall be a reconciliation of the User’s account. 

3.4     Where the reconciliation undertaken in respect of paragraph 3.3 above shows that, during the last Quarter, the number of new Contracted Matters which the User has used the Service in respect of is less than the total number of new Contracted Matters during that period which the User has agreed to pay for based on the tier which applies to the User, the User shall still be obliged to pay the full amount of the Contracted Matter Charges for the number of new Contracted Matters it has agreed to pay for at the applicable price for the pricing tier which applies to it and the User shall not be entitled to carry forward any Contracted Matters which it is obliged to pay for but in respect of which the Service has not been used into the next Quarter.  In such circumstances, LFS may invoice the User in respect of any unused Contracted Matters when presenting the reconciliation.  

For example, if the User is on tier 1, the total number of new Contracted Matters which the User has agreed to pay for is 50 per month and therefore 150 per Quarter.  Where the reconciliation undertaken in respect of paragraph 3.3 shows that, during the last Quarter, the number of new Contracted Matters which the User has used the Service in respect of is 145, the User shall still be obliged to pay for 150 Contracted Matters, all at £8.00 each, and shall not be entitled to carry forward the 5 unused Contracted Matters into the next Quarter.  In such circumstances, LFS may invoice the User in respect of the 5 unused Contracted Matters when presenting the reconciliation. 

3.5     Where the reconciliation undertaken in respect of paragraph 3.3 above shows that, during the last Quarter, the number of new Contracted Matters which the User has used the Service in respect of is the same as the total the total number of new Contracted Matters during that period which the User has agreed to pay for based on the tier which applies to the User, the User shall be obliged to pay the full amount of the Contracted Matter Charges for the number of new Contracted Matters it has agreed to pay for at the applicable price for the pricing tier which applies to it.

For example, if the User is on tier 1, the total number of new Contracted Matters which the User has agreed to pay for is 50 per month and therefore 150 per Quarter.  Where the reconciliation undertaken in respect of paragraph 3.3 shows that, during the last Quarter, the number of new Contracted Matters which the User has used the Service in respect of is 150, the User shall be obliged to pay for 150 Contracted Matters, all at £8.00 each.  

3.6     Where the reconciliation undertaken in respect of paragraph 3.3 above shows that, during the last Quarter, the number of new Contracted Matters which the User has used the Service in respect of is more than the total the total number of new Contracted Matters during that period which the User has agreed to pay for based on the tier which applies to the User, the User shall be obliged to pay for the actual number of new Contracted Matters which it has used the System in respect of at the applicable price for the pricing tier which applies to it.

For example, if the User is on tier 1, the total number of new Contracted Matters which the User has agreed to pay for is 50 per month and therefore 150 per Quarter.  Where the reconciliation undertaken in respect of paragraph 3.3 shows that, during the last Quarter, the number of new Contracted Matters which the User has used the Service in respect of is 155, the User shall be obliged to pay for the 150 Contracted Matters it has agreed to pay for and for the 5 additional Contracted Matters, all at £8.00 each.

3.7     If the circumstances described in paragraph 3.4 apply, the User may elect to move down a tier (if a lower tier exists) or elect to proceed with a pay as you go Contract subject to providing notice to LFS within seven (7) days of the reconciliation.  Where such notice is provided, the new tier or Contract type (as the case may be) shall be deemed to apply from the start of the Quarter following the Quarter in respect of which the reconciliation was conducted.

3.8     If the circumstances described in paragraph 3.6 apply, the User may elect to move up a tier (if a higher tier exists) or elect to proceed with a pay as you go Contract subject to providing notice to LFS within seven (7) days of the reconciliation.  Where such notice is provided, the new tier or Contract type (as the case may be) shall be deemed to apply from the start of the Quarter following the Quarter in respect of which the reconciliation was conducted.

4.       If the Contract type is pay as you go, the following shall apply:

4.1     The User shall pay the associated Charges for the duration of the Term.

4.2     LFS shall invoice the User on a monthly basis in arrears for the Contracted Matter Charges based on the amount of new Contracted Matters in respect of which the Service is used by or on behalf of the User during the previous month and for any Charges associated with the System being used to carry out/send any identity checks, bank checks and text messages on Contracted Matters during the previous month.

4.3     Every quarter, there shall be a reconciliation of the User’s account.  The User may elect to proceed with a tier pricing Contract following receipt of this reconciliation subject to providing notice to LFS within 7 days of the reconciliation.  Where such notice is provided, the new Contract type and tier chosen by the User shall be deemed to apply from the start of the Quarter following the Quarter in respect of which the reconciliation was conducted.

5.       In the event of any conflict between the terms in this Payment Schedule and the terms in the main body of the Terms, the terms in this Payment Schedule shall prevail.

6.       Without prejudice to any other right or remedy that LFS may have, if the User fails to pay LFS any Charges on the due date then LFS may suspend access to the Service until payment has been made in full.

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Law Firm Services Limited,
PO Box 1379,
Northampton,
NN4 4FY

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