These Terms are binding on any use of the Service and apply to You from the time that Accesspoint Legal Services Ltd provides You with access to the Service. The Accesspoint Legal Services Ltd Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Accesspoint Legal Services Ltd Service.
“Access Fee” means the fee (excluding any taxes and duties) payable by You for each Subscription License in accordance with the fee schedule set out on the Website (which Accesspoint Legal Services Ltd may change from time to time on notice to You).
“Accesspoint Legal Services Ltd” means the company which grants You the right to use the Service and to which you pay the Access Fee.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data” means any data inputted or uploaded by You or with Your authority into the Website.
“Intellectual Property Right” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Service” means the online business and practice management services made available (as may be changed or updated from time to time by Accesspoint Legal Services Ltd) via the Website.
“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“Subscription License” means a license required by each User to access the Service.
“Subscription Period” means the period of time wherein the Subscription Licenses are in effect.
“User” means any person or entity, including the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
“Website” means the Internet sites at the domain, or subdomains, at mozaique.legal, mozaique.app, accesspoint.legal, or any other site operated by Accesspoint Legal Services Ltd.
“You” means the Subscriber, and where the context permits, a User. “Your” has a corresponding meaning.
- USE OF THE SERVICE
Accesspoint Legal Services Ltd grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Users, or any other applicable laws:
- the Subscriber determines who is a User and what level of user role access to the relevant organisation and Service that User has;
- the Subscriber is responsible for all Users’ use of the Service;
- the Subscriber controls each User’s level of access to the relevant organisation and Service at all times and can revoke or change a User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be a User or shall have that different level of access, as the case may be;
- if there is any dispute between a Subscriber and a User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that User shall have, if any.
- YOUR OBLIGATIONS
3.1 Payment obligations; Unless you are accessing a free trial then you will be billed for all Subscription Licenses at the beginning of each Subscription Period. Subscription Periods will automatically renew until this Agreement is terminated in accordance with clause 8.
Any Subscription Licenses added during a Subscription Period will be billed when added at a pro-rata rate for the remainder of the Subscription period.
All Accesspoint Legal Services Ltd invoices will be available to You by email or download from the Accesspoint Legal Services Ltd client portal. You must pay or arrange payment of all amounts specified in any invoice by the due date on the invoice. If you have setup auto-billing arrangements with Accesspoint Legal Services Ltd then Accesspoint Legal Services Ltd will deduct the payment automatically under the terms of those arrangements.
3.2 General obligations; You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Accesspoint Legal Services Ltd or condition posted on the Website. You may not use the Service to gain competitive information about Accesspoint Legal Services Ltd or the Service.
You are responsible for maintaining your billing contact details directly with Accesspoint Legal Services Ltd. Accesspoint Legal Services Ltd will not be responsible for sending communications to contacts details that are not correctly maintained by You..
3.3 Access conditions; You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Accesspoint Legal Services Ltd of any unauthorised use of Your passwords or any other breach of security and You must take all other actions that Accesspoint Legal Services Ltd reasonably deems necessary to maintain or enhance the security of Accesspoint Legal Services Ltd’s computing systems and networks and Your access to the Service.
As a condition of these Terms, when accessing and using the Service, You must:
- not attempt to undermine the security or integrity of Accesspoint Legal Services Ltd’s computing systems or networks;
- not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;
- not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service is hosted;
- not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation.
3.4 Usage Limitations; Depending on which instance of the Service You are accessing Your use of the Service may be subject to limitations, including but not limited to monthly transaction volumes, data storage, feature sets, and the number of calls You are permitted to make against Accesspoint Legal Services Ltd’s application programming interface.
3.5 Communication Conditions; As a condition of these Terms, if You use any communication tools available through the Website (such as email, chat, file notes, text messages, forums), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial email, files that may damage any other person’s computing devices or software, content that may be offensive, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Website, You represent that You are permitted to make such communication. Accesspoint Legal Services Ltd is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based service, You must exercise caution when using the communication tools available on the Website. However, Accesspoint Legal Services Ltd does reserve the right to remove any communication at any time in its sole discretion.
- CONFIDENTIALITY AND PRIVACY
4.1 Confidentiality; Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party’s obligations under this clause will survive termination of these Terms.
- The provisions of the confidentiality clauses above shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause; * is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
- INTELLECTUAL PROPERTY
5.1 General; Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of Accesspoint Legal Services Ltd (or its licensors).
5.2 Ownership of Data; Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Accesspoint Legal Services Ltd Access Fee when due. You grant Accesspoint Legal Services Ltd a license to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of services to You.
5.3 Backup of Data; Accesspoint Legal Services Ltd adheres to its best practice policies and procedures to prevent data loss, including a frequent system data backup regime, but does not make any guarantees that there will be no loss of Data. Accesspoint Legal Services Ltd expressly excludes liability for any loss of Data no matter how caused. You can request a backup of your Data at any time provided you have paid all Access Fees at the time of the request. Backups will be provided in a common export format determined by Accesspoint Legal Services Ltd. Additional costs may apply depending on the frequency, size, and delivery requirements of the backups.
5.4 Third-party applications and your Data; If You enable third-party applications for use in conjunction with the Service, You acknowledge that Accesspoint Legal Services Ltd may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. Accesspoint Legal Services Ltd shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
5.5 Ownership and Protection of Proprietary Rights; You acknowledge that the Intellectual Proprietary Rights in the Software belong exclusively to Accesspoint Legal Services Ltd and that You will not dispute such ownership. In the event that Accesspoint Legal Services Ltd provides new features or services based on requests or suggestions made by You, You acknowledge that any such new features or services belong exclusively to Accesspoint Legal Services Ltd, and that You will not be compensated for the request or suggestion.
- WARRANTIES AND ACKNOWLEDGEMENTS
6.1 Authority; You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
6.2 Acknowledgement; You acknowledge that:
- You are authorised to use the Service and that You are authorised to access the processed information and Data that is made available to You through Your use of the Service (whether that information and Data is Your own or that of anyone else).
- The provision of, access to, and use of, the Service is on an “as is “basis and at Your own risk.
- Accesspoint Legal Services Ltd does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Accesspoint Legal Services Ltd is not in any way responsible for any such interference or prevention of Your access or use of the Service.
- It is Your sole responsibility to determine that the Service meet the needs of Your business and are suitable for the purposes for which they are used.
- You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
- Use of the Service does not constitute the receipt of accounting, legal, financial, tax, payroll or any other professional advice from Accesspoint Legal Services Ltd.
- Any configurations of the Service (such as workflows, document templates, system settings, and knowledge base contents, etc) supplied by Accesspoint Legal Services Ltd are for Your convenience only, and it is solely up to You to determine if they are suitable for the purposes for which they are used.
6.3 No Warranties; Accesspoint Legal Services Ltd gives no warranty about the Service. Without limiting the foregoing, Accesspoint Legal Services Ltd does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
6.4 Consumer Guarantees; You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.
- LIMITATION OF LIABILITY
To the maximum extent permitted by law, Accesspoint Legal Services Ltd excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website. If You suffer loss or damage as a result of Accesspoint Legal Services Ltd’s negligence or failure to comply with these Terms, any claim by You against Accesspoint Legal Services Ltd arising from Accesspoint Legal Services Ltd’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8.1 Prepaid Subscriptions; Accesspoint Legal Services Ltd will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
8.2 No-fault Termination; These Terms will continue for the period covered by the Access Fee paid or payable. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms. If terminated by Accesspoint Legal Services Ltd then Accesspoint Legal Services Ltd will give you at least 30 days notice via email before the end of the relevant payment period. If you choose to terminate, then you need to notify your Accesspoint Legal Services Ltd account manager by e-mail, or by e-mailing firstname.lastname@example.org. Accesspoint Legal Services Ltd will not accept termination notices via any other means. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
8.3 Breach; If You:
- breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied; or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction;
then Accesspoint Legal Services Ltd may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Service and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Service and the Website;
- Suspend or terminate access to all or any Data.
- Take either of the actions above in respect of any or all other persons whom You have authorised to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined in clause 3) is not made in full by the relevant due date, Accesspoint Legal Services Ltd may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.
8.4 Accrued Rights; Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
- remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- immediately cease to use the Service and the Website.
8.5 Expiry or Termination Clauses; 3.1, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
- TECHNICAL SUPPORT AND HOSTING
9.1 Help desk support will be provided by Accesspoint Legal Services Ltd to paying Users of the Service subject to the following conditions:
- all Access Fees due under this Agreement are fully paid at the time of the support request; and
- the person making the request has a valid Accesspoint Legal Services Ltd login; and
- the support request is not covered in the user guide, Website, knowledge base or other available information about the Service; and
- the support request would not be expected to be known by a fully trained end user of the Service; and
- the nature of the support request is minor and can reasonably be expected to be answered by the Help Desk without a significant investment in time, effort, or expense; and
- the support request is solely related to the Service as delivered from the hosting location, and not related to ancillary hardware, software or systems such as computers or networks used by You to access the Service. The limited support provided under this Agreement is not intended to be a replacement for end-user training, system configuration, or consulting. If, in the sole opinion of Accesspoint Legal Services Ltd, the support request does not meet the criteria for limited support under this Agreement then Accesspoint Legal Services Ltd may decline to respond to the support request and may suggest alternative means of satisfying the support request such as via professional services for additional training or consulting, or by entering into a more comprehensive support agreement that better meets Your requirements. You can contact the help desk by emailing email@example.com .
9.2 Hosting; Accesspoint Legal Services Ltd hosts the Service and website in a Private Data Centre, Virtus One, located in Enfield, London, UK. Backup data will be securely stored in
9.3 Service Availability; The Service will be available to the Recipient for 99.0% of all scheduled available time as it relates solely to the Accesspoint Legal Services Ltd’s network and server Internet access. Scheduled available time shall be defined as 24 hours-a-day, seven days-a-week, excluding:
- routine system maintenance downtime of up to six hours per week, which shall be scheduled outside of normal business hours if practical;
- downtime to address specific critical Software issues; and
- any downtime caused by circumstances beyond the immediate control of the Provider.
9.4 Data Sovereignty; Accesspoint Legal Services Ltd will keep Your Data on our servers located at our service provider noted in 9.2. Users will be able to connect to the Service from anywhere on the Internet and thus some of your Data may be transmitted outside the elected region in response to User queries.
10.2 Waiver; If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
10.3 Delays; Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
10.4 No Assignment; You may not assign or transfer any rights to any other person without Accesspoint Legal Services Ltd’s prior written consent.
10.5 Governing law and Jurisdiction; If the information or Data You are accessing using the Service and the Website is solely that of a person who is a tax resident in the United Kingdom or European Union at the time that You accept these terms then the laws of England and Wales govern this Agreement and You submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
10.6 Severability; If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
10.7 Notices; Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Accesspoint Legal Services Ltd must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Accesspoint Legal Services Ltd. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
- Addendum for Law Firms Regulated by the SRA
The following terms only apply to law firms in the United Kingdom and Wales who are regulated by the Solicitors Regulation Authority (“SRA”). Accesspoint Legal Services Ltd recognises that Data may include Confidential Information about your clients which is the subject of confidentiality and other professional duties imposed by law and by the SRA. Accesspoint Legal Services Ltd agrees to protect the confidentiality, security and availability of Data in a manner consistent with such duties. Data may be processed by Accesspoint Legal Services Ltd only for the purpose of providing the Service. Having regard to professional duties to your clients and to the harm that may be done if access to Data is denied, Accesspoint Legal Services Ltd waives any legal right to assert a lien on Data and agrees not, in any circumstances, even if we are in breach of the Terms, to deny us access to Data except as set out in this paragraph. If we are in breach of the Terms (including a failure to pay the Access Fees), Accesspoint Legal Services Ltd may exercise its rights to suspend or otherwise restrict access to the Service but only after:
- making all Data available for download (or, subject to you paying Accesspoint Legal Services Ltd’s fees then prevailing, on physical media securely shipped to you) in a machine-readable format and in a manner which allows a reasonable skilled person to assimilate such Data in a replacement system;
- providing not less than 28 days’ prior written notice of Accesspoint Legal Services Ltd’s intentions, which notice shall include details of the Data download arrangements set out in the previous paragraph; and
- you fail within such 28 day period to remedy the breach of the Terms. Data shall be stored on facilities located within the European Union that adhere to the Safe Harbor Privacy Principles agreed upon by the European Union. Accesspoint Legal Services Ltd shall give not less than 28 days’ prior written notice before changing these arrangements.
Accesspoint Legal Services Ltd agrees to:
- act only on instructions from you (or the SRA) in respect of Data processed by Accesspoint Legal Services Ltd;
- have technical and organisational measures in place against unauthorised or unlawful processing of Data and against accidental loss or destruction of, or damage to, Data held or processed by it, appropriate to the harm that might result from such unauthorised or unlawful processing or loss, destruction or damage to Data and the nature of the Data;
- take all reasonable steps to ensure the reliability of any of its staff who have access to Data processed in connection with the Terms;
- undertake, at least annually, an audit of the measures adopted pursuant to this section. Accesspoint Legal Services Ltd agrees to use reasonable care and skill when providing the Services. Accesspoint Legal Services Ltd shall ensure that the Service and the Website do not infringe the Intellectual Property Rights of any third party. Accesspoint Legal Services Ltd acknowledges the role and powers of the SRA. Accesspoint Legal Services Ltd agrees to use reasonable endeavours to co-operate with the SRA including permitting the SRA to exercise on behalf any rights and remedies set out in the Terms. If the SRA calls upon Accesspoint Legal Services Ltd to provide such co-operation, you hereby give irrevocable authority to disclose Data and provide all such co-operation without prior consent and at your cost.
- Addendum for Clients subject to European Union (EU) Regulations