Contract Automation Tool - Terms and Conditions
Welcome to the Terms of Use for Gerrish Legal’s Online Document Automation Tool.
These Terms of Use (hereafter, the Terms) cover the terms and conditions between you (you) and Gerrish AB, a limited liability legal consultancy (juristbyrå) registered under the laws of Sweden, under the organisation number 559284-1166 and registered address at Kammakargatan 47, 11124 Stockholm, Sweden (Gerrish Legal or we or us).
These Terms contain the terms and conditions for your use of our third party vendor software, integrations, tools and platforms here and here (such terms being herein incorporated is reproduced in full) (hereafter, the Software), on the basis of an end-user licence, and the data, documents and content supplied by Gerrish Legal with the Software (hereafter, the Automated Document(s)), solely as made available on Gerrish Legal’s platform www.gerrishlegal.com (hereafter, the Platform).
Please read these Terms carefully before you use our Platform, the Software and the Automated Document(s).
BY USING OUR PLATFORM, YOU ACCEPT THESE TERMS OF USE AND YOU AGREE TO COMPLY WITH THEM.
If you do not agree to these Terms, you must not use our Platform.
Contact us. You may contact us by writing to us using the following contact details:
· By email: hello@gerrishlegal.com
· By post: Gerrish AB, Kammakargatan 47, 11124 Stockholm, Sweden.
Other terms that apply to you. These Terms refer to the following additional terms, which also apply to your use of our Platform:
· Our Privacy Policy. See further under the section: How we may use your personal information.
· Our Website Terms and Conditions, which set out the permitted uses and prohibited uses of our Platform. When using our Platform, you must comply with these Website Terms and Conditions too.
· Our Cookies Policy, which sets out information about the cookies on our Platform.
Where a Members Portal is available on our Platform, such membership and access will be governed by separate subscription terms and conditions which are supplemental to these Terms.
Changes to our Terms and Platform. These Terms were created on 14th July 2021 and last updated on 13th August 2024. We amend these Terms from time to time. Any changes will be published on our Platform and/or made available to you when you interact with the Software. You are always responsible for ensuring you are aware of the latest version in force. Your continued use of the Platform and/or the Software and any Automated Document(s) provided shall constitute your acceptance of any modifications of or to these Terms. No modification by you of these Terms will take effect unless authorized and accepted by us in writing. We may update, change, suspend or discontinue our Platform from time to time, to reflect changes to our services, the Software, the Automated Document(s), our users' needs and our business priorities.
We do not guarantee that our Platform, the Software, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and/or operational reasons.
You are also responsible for ensuring that all persons who access our Platform either on behalf of you or your legal entity are aware of these Terms and other applicable terms, as specified above, and that they comply with them.
Security. If you choose, or you are provided with, a private link, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any such information, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. If you know or suspect that anyone other than you knows, or has access to, your private links, user identification code or password, you must promptly notify us using the contact details above.
How you may use the Platform, the Software and the Automated Document(s).
Intellectual Property Rights: We are the owner or the licensee of all intellectual property rights in our Platform, and in the Automated Document(s) and materials published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You acknowledge that all intellectual property rights in the Platform, the Software and the Automated Document(s), anywhere in the world belong to, and shall remain the property of, us or the relevant third-party owners, and that rights in the Software are sub-licensed (not sold) to you, and that you have no rights in, or to, the Platform, the Software or the Automated Document(s) other than the right to use them in accordance with these Terms.
We grant you a non-exclusive, non-transferable, irrevocable, worldwide, full-paid up and royalty-free licence to use the Automated Document(s) that has been tailored for you via our Software, solely as provided to you pursuant to your use of our Platform for each purchase, and provided that you accept at all times that such Automated Document(s) is subject to your compliance with these Terms and the Disclaimer set out below.
Sublicence: We are the licensees of the Software on our Platform. By accepting these Terms, we grant to you a non-exclusive, non-transferable sublicence to use the Software as per the terms and conditions of these Terms and any other terms we may provide to you from time to time.
Restrictions on use of the Platform and Software: You may use our Platform, the Software and any Automated Document(s) we provide to you for your internal business purposes only. You agree not to re-sell or make other commercial use of our Platform, the Software or the Automated Document(s). Except as expressly set out in these Terms or as permitted by any local law, you undertake:
· not to copy, reverse engineer, decompile, reduce to human-readable form, disassemble, create derivative works of, merge, or otherwise manipulate the Platform or the Software;
· not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform or the Software;
· not to make alterations to, or modifications of, the whole or any part of the Platform or the Software, nor permit the Platform or the Software or any part of it to be combined with, or become incorporated in, any other programs;
· to keep all copies of the Automated Document(s) provided to you secure;
· where applicable, to supervise and control use of the Platform and the Software and ensure that the Platform and Software is used by your employees and representatives in accordance with these Terms;
· to comply with all applicable technology control or export laws and regulations;
· not to misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
· not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored, or any server, computer or database connected to our Platform; and
· not to attack our Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990 or equivalent legislation. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform will cease immediately.
DISCLAIMER: Use of the Automated Document(s) provided to you by us: Any Automated Document(s) provided by us is intended for general information purposes only and should not be relied upon. If you require further certainty as to the suitability of any Automated Document(s) you obtain via your use of the Software and/or our Platform, please contact us for separate, bespoke legal advice. Although all clauses in the legal templates that form the Automated Document(s) we provide to you have been drafted by a qualified legal expert, such documents are not subject to review or legal updates, nor are they subject to being fully compliant with your business requirements, activity or tax status or with applicable law or the law of the country where you operate or provide services. These documents therefore do not constitute the provision of legal advice or legal assistance, nor are they a substitute for individual, tailored legal advice or support for your specific circumstances. The provision of such documents does not establish any client-lawyer relationship with Gerrish AB or any other entity using the Gerrish Legal brand name. You must not act on the sole basis of any Automated Documents or our Platform without having sought prior, independent legal advice adapted to the facts and circumstances of your case or situation. Whilst we do our best to ensure our Platform is up to date, the law is always subject to change so you should always seek independent legal and/or tax advice in your jurisdiction on any Automated Document(s) that we provide to you before you make any decision or rely upon them.
The above disclaimers do not apply to Automated Document(s) provided by us to you outside of the Platform pursuant to your purchase of our legal services and/or bespoke legal advice from one our entities using the Gerrish Legal brand name. In this case, the terms of engagement that you have concluded with the relevant entity using the Gerrish Legal brand name providing such advice shall apply to such bespoke legal services and/or bespoke advice.
If you use our Platform in breach of these Terms, your right to use our Platform will cease immediately and you must, at our option, return or destroy any copies of the Automated Document(s) you have made and not paid for in full.
Terms of Purchase. Our Platform provides you with the option to purchase certain Automated Document(s).
B2B Relationship: Such purchases strictly only create a business-to-business relationship between us and you, and all applicable consumer laws or any business-to-consumer relationship are expressly excluded by these present Terms.
Ordering Automated Document(s): You can purchase such Automated Document(s) through the Platform by submitting an order (an Order). On the order acceptance page, it is your responsibility to ensure the accuracy of the contents of your Order, before submitting the Order to us. Changes to the Order and the purchased Automated Document(s) cannot be made after you have submitted your Order.
Our acceptance of your Order will only take place when we send you an email to accept it (a Confirmation Email). If we are unable to accept your Order, we will inform you of this by email, and will not charge you for the purchased Automated Document(s).
We will make the purchased Automated Document(s) available for download by you as soon as we accept your Order and you have completed payment. The service will be deemed to be completed and delivered once the purchased Automated Document(s) has been made available for you to download. Your access to the Software to create your Automated Document(s) is strictly personal to you and must not be shared or transferred. You will be responsible for any use by any third party of the link that we send to you.
Prices: We reserve the right to amend our prices at any time. All prices are exclusive of VAT which must be paid in addition to the stated price, where applicable.
Refunds and returns: By submitting the order, you also accept and understand that you cannot receive a refund or return on any purchased Automated Document(s) unless you are permitted to do so under applicable laws.
Entitlement: You are only entitled to create the number of Automated Documents that you have paid for. For example, if you have purchased one Automated Document, you must only create one such document. If you wish to create any additional documents, you must complete an extra purchase. If you use any personalised links provided to you to create more than the number of documents you have purchased, we reserve the right to (i) either change the password (where applicable) or such link; and/or (ii) charge you in full for the additional unauthorised documents you have created at the rate(s) in force at the time that we first become aware of the breach.
Beta, Trial, and Promotional Automated Documents: Subject these Terms, we may from to time, offer certain Automated Documents or access our Members Portal on a beta, trial, or promotional basis at no charge or subject to other promotional terms (Promotional Automated Documents). These Promotional Automated Documents are offered solely for evaluation and testing purposes or to introduce you to the features and functionalities of our Platform and are subject to these Terms as well as any additional terms that Gerrish Legal may impose. You agree to use Promotional Automated Documents in accordance with the specific terms and conditions set forth in the offer or promotion. Unless otherwise stated in the promotional terms, all Promotional Automated Documents are provided "as is" and without any warranty of any kind. Gerrish Legal reserves the right to modify or discontinue, at any time and at its sole discretion, any of the Promotional Automated Documents. Upon the conclusion of the beta, trial, or promotional period, or at Gerrish Legal's discretion, your right to use any Promotional Automated Documents will cease immediately, and you may be offered an opportunity to purchase a license for the continued use of the Automated Documents, subject to the standard terms and conditions of sale applicable at the relevant time.
Payment services provider: Our Platform uses Stripe as our payment services provider (PSP). You shall pay for any purchased Automated Document(s) in an Order using the Stripe platform services that we make available to you.
By using Gerrish Legal’s Platform and submitting an Order, you agree to be bound by Stripe’s Payment Terms, available here.
You hereby understand and agree that Gerrish Legal shall not be held liable for any payments and monetary transactions that occur through your use of Stripe and that all such payments and transactions are handled by Stripe. You agree that Gerrish Legal shall not be held liable for any issues regarding financial and monetary transactions between you and any other party, including Stripe.
You are solely responsible for all transactions processed through the Platform and/or Stripe. Gerrish Legal will not be liable for any losses or damages arising from invalid or fraudulent transactions processed through your Stripe account. This includes, but is not limited to, transactions that were not processed due to a network communication issue. If you process a transaction, it is your responsibility to ensure it has been fully settled.
Assistance: If you experience any technical difficulties purchasing Automated Document(s) on our Platform or have any other queries or questions about your Order or any payments made via our PSP, please contact us at hello@gerrishlegal.com.
Third party links. Where our Platform or the Software or the Automated Document(s) contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. It is your sole responsibility to read the relevant terms and policies of such third-party links.
Limited warranties. Although we make reasonable efforts to update the information available through our Software, in any Automated Document(s) and on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content available through our Software, in any Automated Document(s) or on our Platform is accurate, complete or up to date, nor do we make any representations, warranties or guarantees, whether express or implied, that the Platform and the Software shall function, be fit for a particular purpose, be error-free, provide interrupted use, or be free from bugs or viruses. You accept and understand that the Platform and the Software are provided on an “as is” basis. Indeed, as per our disclaimer section above, you accept that any Automated Document(s) or other information provided to you does not constitute tailored legal advice. Accordingly, you are solely responsible for any information that you input into the Software which will ultimately feature and/or be reflected in the Automated Document(s) provided to you via the document automation technology available on our Platform. All other conditions, warranties or other terms which might have effect between us and you, or be implied or incorporated into these Terms, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
You acknowledge that the Platform and the Software and any Automated Document(s) have not been developed to meet your individual requirements (aside from any document automation that has been carried out based on your interactions with such Software), including any particular cybersecurity requirements or local regulations you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform, the Software and the Automated Document(s) meet your requirements. You are solely responsible for configuring your information technology, computer programmes and platform to access our Platform, use the Software and download any Automated Document(s) and you should use your own virus protection software.
If in the event that the Platform and the Software and any Automated Document(s) are qualified as being a lawyer communication under French Bar rules in respect of any activity of Gerrish Legal SARL, Gerrish Legal has assured itself that such the Platform and the Software and any Automated Document(s) respect the principles of honesty, transparency and loyalty applicable to the profession of a lawyer and to such Content/the Site.
Limitation of liability. We and the licensors of the Software, shall not in any circumstances whatever, be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and your use of the Platform, the Software, and the Automated Document(s), for:
· loss of profits, sales, business, or revenue;
· business interruption;
· loss of anticipated savings;
· loss or corruption of data or information;
· loss of business opportunity, goodwill or reputation;
· any special, indirect or consequential loss, damage, charges or expenses; or
· any and all other types of liability arising under or in connection with these Terms and the Platform, the Software and the Automated Document(s), except for where liability cannot be excluded or limited under the applicable law.
These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Platform, the Software and the Automated Document(s). Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Platform, the Software and the Automated Document(s) which might otherwise be implied into, or incorporated in, these Terms, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
DISCLAIMER: Use of Promotional Automated Documents provided by Gerrish Legal: All Promotional Automated Documents supplied by Gerrish Legal are provided on an "as is" and "as available" basis for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Gerrish Legal, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Promotional Automated Documents or for any other claim related in any way to your use of the Promotional Automated Documents, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Promotional Automated Documents or any content (or product) posted, transmitted, or otherwise made available via the Promotional Automated Documents, even if advised of their possibility. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Gerrish Legal shall be limited to the maximum extent permitted by law. By using any Promotional Automated Document, you acknowledge and agree that your use of such documents is at your sole risk and discretion and that Gerrish Legal bears no liability whatsoever for any outcome, reliance, or action taken based on the use of or interaction with any Promotional Automated Documents, regardless of the nature of such use or interaction.
Termination and suspension. We reserve the right to suspend or permanently terminate your use of the Platform, the Software and/or the Automated Document(s) immediately by written notice to you if you commit a breach of these Terms. On termination for any reason all rights granted to you under these Terms shall cease and you must immediately cease all activities authorised by these Terms, including accessing our Platform and the Software and use of the Automated Document(s) you have not paid for in full.
How we may use your personal data. Under the relevant data protection legislation (the General Data Protection Regulation (EU) 2016/679 and the UK Data Protection Act 2018), we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Platform, and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information.
Other important terms. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.
Nothing in these Terms shall be construed as creating a lawyer-client relationship or retainer. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of Sweden. We both irrevocably agree to the exclusive jurisdiction of the courts of Sweden with the District Court of Stockholm being the court of first instance.