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TERMS AND CONDITIONS

  1. INTRODUCTION

    1.1 Founders-lawstore.com (the “Platform”) is owned and operated by Founders Law Limited, a company incorporated in England and Wales, having its registered office address at 1 Temple Avenue, Hamilton House, London, England, EC4Y 0HA (“Founders Law”, “we”, “ours” or “us”). For the purposes of these Terms and Conditions (the “Terms”), both Founders Law and you shall be referred to individually as a “Party” and collectively, the “Parties”

    1.2 By using the Platform, you acknowledge and agree that you have read, understood and agree to be bound by these Terms, as well as any other applicable policies (the “Policies”). Your use of the Platform is also subject to these Policies and continue to apply as long as you continue to use the Platform. We encourage you to read these Terms in conjunction with such Policies.

    1.3 If you do not agree to these Terms or any changes to these Terms, you must cease using the Platform immediately. Please be aware that if you do not agree to these Terms and then continue to use the Platform, or if you violate or breach any provisions herein, Founders Law reserves the right to suspend and/or delete your account.

    1.4 Founders Law may amend and/or update these Terms from time to time at its sole discretion. Your continued use of the Platform following such an update will be considered as acceptance of such changes.

    2. REGISTRATION

    2.1 You agree to provide accurate, current and complete information about yourself and/or your company as required during registration and at other points as may be required in the course of using the Platform from time to time (“Registration Data”). You agree to maintain and update your Registration Data as required to keep it accurate, current and complete. Founders Law may terminate your ability to access the Platform if any information you provide is false, inaccurate or incomplete

    2.2 You may register, access and use the Platform on behalf of your company. By agreeing to these Terms on behalf of your company, you warrant and represent that you are an authorised representative of such company and that you have the power and authority to bind them to these Terms

    2.3 You must be eighteen (18) years old to register, access and use the Platform. By registering for access and using the Platform, you represent and warrant that you are least eighteen (18) years old, are capable of forming a binding contract with Founders Law and meet any other eligibility requirements herein. If you do not meet these requirements, you must not register, access or use the Platform.

    2.4 If you are provided with a password, a user identification code or any other piece of information as part of Founders Law’s security procedures, you must treat such information as confidential and not disclose it to any third party. If you know or suspect that anyone other than yourself knows your password, user identification code or any other piece of information as part of our security procedures, you must promptly notify operations@founders-law.co.uk.

    3. PLATFORM

    3.1 The Platform is provided on an “as is” and “as available basis”. The Platform is designed to produce template contracts for use by start-up businesses (“Documents”) and, in certain circumstances, to provide time with a member of the Founders Law team via video conference or phone (“Call”). Any reference to the Platform within these Terms shall also encompass the outputs of the Platform including but not limited to any Documents generated and the content of any Call.

    3.2 The Platform is provided for internal use only and you must not access or use the Platform for or on behalf of any other person. To the fullest extent permitted by law, Founders Law does not provide and expressly disclaims warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose or use, accuracy or non-infringement. Moreover, Founders Law does not warrant or represent that the Platform will be uninterrupted, timely, secure, accurate, error free or free from viruses or other malicious software. No information and/or advice obtained by you from Founders Law shall create any warranty not expressly stated in these Terms.

    3.3 If you are dissatisfied with the Platform, your sole and exclusive remedy is to discontinue your use of the Platform.

    3.4 You acknowledge that, from time to time, Founders Law may need to carry out maintenance on the Platform and generally, maintenance works relating to its equipment and systems. In such cases, you acknowledge that Founders Law cannot guarantee that the Platform will be continuously available. For the avoidance of doubt, in no circumstances shall Founders Law be liable to you in respect of any interruptions to the availability of the Platform arising from such works under this Clause 3.4.

    3.5 Founders Law reserves the right to suspend, terminate or restrict your access to and use of the Platform for any reason.

    Not Legal Advice

    3.6 By using the Platform, you acknowledge that the Platform and the Documents provided do not constitute legal or tax advice. The Documents, Calls and outputs from the Platform are provided as a guide and are not a substitute for advice from a qualified legal professional. We will not review any information or inputs you provide us with for legal accuracy or completeness or apply the law to the specific facts of your situation. The Documents provided via the Platform are templates which can reasonably be deemed as appropriate for use as a starting point for the preparation of legal documents. They are only intended to be used as templates and we strongly advise these are adapted by you to meet your individual requirements.

    3.7 Whilst Founders Law is a regulated law firm, and our lawyers are independently regulated by the Solicitor’s Regulation Authority, no lawyer-client relationship is created between you and Founders Law through the use of the Platform. Accordingly any communications between you and us via the Platform (including on a Call) may not be protected as privileged communications under legal professional privilege and no duty of care will be established (either in tort or in contract) between us. Any communications between you and us via the Platform (including on a Call) are intended to be the initial fact find for dealing with a legal matter or addressing basic questions relating to the documents provided.

    3.8 Founders Law is not liable whatsoever for any decisions made or based on the Platform’s content and/or services, and it is your sole responsibility to consult with a qualified legal professional for all matters relating to your situation.  It is your sole responsibility to consult with a qualified legal professional to ensure that the documents meet your requirements and comply with applicable laws and regulations.

    3.9 If you require legal advice, we would ask that you make an enquiry via our main site at https://founders-law.co.uk or speak to another provider authorised by the Solicitors’ Regulation Authority.

    4. LICENCE AND RESTRICTIONS

    4.1 Subject to you abiding by these Terms and paying any sums due to us, we grant you a non-exclusive, non-sublicensable, non-transferable, and limited licence to use the Platform in the United Kingdom. You may share any Documents externally as reasonably necessary for your reasonable business use provided that all Documents shared externally shall be in the form that they were generated via the Platform.

    4.2 Except as permitted under the licence above or as otherwise permitted by applicable laws, you shall not, and shall not allow, procure or induce any other person or party to:

    4.2.1 reproduce, alter, adapt, modify, arrange, extract, reutilise, exploit, translate, recompile, decompile, dissemble, reverse engineer, distribute, co-mingle with any other data, or share any other form of, or create any derivative work from all or part of the Platform;

    4.2.2 share, (re)distribute, sell, sublicence, rent, lease, lend, store or otherwise make available (including free of charge), by any means whatsoever, for any purposes (including in read-only, editable or downloadable formats) the Platform to any person or third party, whether as a service or otherwise, or place such information in any data feed (including RSS), without Founders Law’s prior written consent;

    4.2.3 post, access, store, distribute, transmit, upload or allow to be uploaded to the Platform any materials that:

    4.2.3.1 are corrupt, or contain any viruses or vulnerabilities;

    4.2.3.2 may impersonate, offend, disparage or otherwise bring into disrepute or cause damage to Founders Law, or any third party;

    4.2.3.3 may cause the Platform or any part of the Platform to be interrupted, damaged or rendered less effective;

    4.2.3.4 restrict any other user from enjoying the Platform;

    4.2.3.5 are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which is otherwise illegal or which may cause harm to any person or property;

    4.2.4 remove or obscure any copyright or other proprietary or other notice contained in the Platform or any Documents;

    4.2.5 access or use the Platform in any manner intended to circumvent or exceed any account limitations or controls;

    4.2.6 use the Platform in any manner that violates any applicable laws, or in violation of any third party rights or intellectual property rights;

    4.2.7 use the Platform or any part of it for any development purposes or to develop any applications, software or other technology that could in any way interact or interfere with the performance of the Platform or any portion thereof, or in general distort or interfere with the performance of the Platform or any portion thereof, or in general distort or interfere with the integrity or implementation of the Platform and any information it contains;

    4.2.8 access the Platform with a view to creating and/or marketing a product or service similar to the Platform in any way which copies or reproduces any feature or function of the Platform; or

    4.2.9 do, or fail to do, anything which may damage or prevent damage to the reputation of Founders Law or the Platform;

    4.3 During the course of your access to the Platform, you may purchase various Documents, including but not limited to contract templates, legal forms and other related resources, and undertake a Call with a member of Founders Law. You agree that any Documents purchased are for your personal or business use and may not be resold, redistributed, or used for commercial purposes.

    5. INTELLECTUAL PROPERTY RIGHTS

    5.1 Founders Law (or its licensors) owns all intellectual property rights in and to the Platform. You are solely granted a licence to use the Platform and any Documents you generate. You agree that you will take no actions which adversely affect our intellectual property rights and will co-operate reasonably with us to enforce our rights if necessary.

    5.2 Any trade marks on the Platform shall be used in accordance with accepted industry trademark practice, including identification of Founders Law as the provider of the Platform. Trade marks may only be used to identify printed output produced by the Platform, and such use of any trade mark does not give you any right of ownership in that trade mark. 

    5.3 Where you provide Founders Law with or otherwise upload any data or materials onto the Platform (e.g. inputs to our Document generator), you retain ownership of this data (“Content”). On provision of the Content to us you agree that we and necessary any sublicensees may use the Content in connection with the operation of our businesses including, without limitation, the right to copy, distribute, transmit, publicly display, reproduce, edit, translate and reformat the Content. No consideration or royalties will be paid in relation to the use of your Content.

    5.4 By uploading or otherwise providing Content to us, you warrant and represent that you own or otherwise control all of the rights to that Content. You agree that you will indemnify, defend and hold harmless Founders Law from and against all liabilities, costs, expenses, damages and losses (including all reasonable professional costs and expenses) suffered or incurred or paid by Founders Law in connection with any claim brought by a third party against Founders Law that Content infringes such third party’s intellectual property rights.

    6. PAYMENT

    6.1 During the course of using the Platform, you may be required to pay fees, as updated from time to time in Founders Law’s sole discretion. Any sum payable under these Terms are exclusive of value added tax (“VAT”) and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any governmental or other authority, which will be payable by you in addition to the fees in the manner and at the rate prescribed by law from time to time.

    6.2 As a user of the Platform, you authorise Founders Law to charge your Authorised Payment Method to access and use the Platform. Where Founders Law fails to charge your Authorised Payment Method, Founders Law reserves the right to re-bill your Authorised Payment Method. Where, following such re-billing, Founders Law is unable to successfully bill your Authorised Payment Method, Founders Law reserves the right to suspend or terminate your account on the Platform until payment of all Fees is made in full. For the purposes of these Terms, “Authorised Payment Method” means a current and valid payment method accepted by you to be billed by Founders Law and shall include, without limitation, a credit or debit card.

    6.3 All payments to be made under these Terms shall be made to Founders Law in full and without any set-off, deduction or withholding, including, without limitation, on account of any counterclaim. All payments will be made in GBP (£) in cleared funds. You acknowledge and accept that no refunds shall be made under these Terms.

    6.4 You acknowledge and agree that Founders Law reserves the right to increase any fees, for any reason and at any time.

    7. LIABILITY

    7.1 Nothing in these Terms limits or excludes either Party’s liability (as applicable) for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (ii) any other liability which cannot be limited or excluded by law.

    7.2 Notwithstanding any other provision of these Terms, in no event shall Founders Law be liable for any indirect, consequential or special loss (whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if Founders Law, which would otherwise be liable for such losses, was advised of such possibility.

    7.3 Subject to Clauses 7.1 and 7.2 and to the extent permitted by applicable law, Founders Law’s total aggregate liability under these Terms (whether in contract, tort (including negligence) or any other legal or equitable theory) will be limited to the total amount of the fees payable by you to Founders Law during the first twelve (12) month period preceding the first event giving rise to such liability.

    8. DATA PROTECTION

    The Parties shall comply with all applicable Data Protection Legislation. “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK, including without limitation: (i) the UK GDPR; (ii) the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; (iv) 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); and (v) the guidance and codes of practice issued by the ICO or other relevant regulatory authority and which are applicable to a Party. “Personal Data” shall have the meaning ascribed to it under applicable Data Protection Legislation.

    9. FORCE MAJEURE

    Founders Law shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from a Force Majeure Event. “Force Majeure Event” means any event or occurrence not within a Party’s reasonable control, including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war threat or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, loss of electronical power, loss of telephone, internet or wide area network, as well as other similar infrastructure and/or material shortages.

    10. FEEDBACK

    In the event that you provide Founders Law with any suggestions, ideas, improvements or other feedback regarding any aspect of the Platform (“Feedback”), Founders Law shall own all Feedback.

    11. USAGE DATA

    Founders Law may monitor your activity on the Platform and create and/or use data and metrics regarding your use of the Platform for internal business purposes, including but not limited to analytics, quality assurance, product and service development and/or improvement, the assessment of churn rates and for other business purposes (“Usage Data”). Founders Law shall own all Usage Data.

    12. COMMERCIAL REFERENCES

    Upon accessing and using the Platform, you irrevocably and unconditionally grant to Founders Law a perpetual, worldwide, non-exclusive, royalty-free, transferable, irrevocable and sublicensable licence to use your company’s logo, branding and other Intellectual Property Rights for the purposes of advertising, marketing and promoting the Platform.

    13. AUDIT

    13.1 We may, at our expense, audit your compliance with these Terms upon thirty (30) days’ written notice where there is suspicion of a breach. We will only conduct this during the normal UK business hours and will not otherwise unreasonably interfere with your business activities. You agree to provide your reasonable assistance and any information required to enable us to determine whether you have breached these Terms.

    13.2 In the event that an audit reveals that you have underpaid amounts due to us, then you shall pay such overdue amounts within thirty (30) days from the date of us informing you of the underpayment.

    14. NOTICES

    Any notice or communication required or permitted under these Terms shall be sent by email. In the case of Founders Law, such email shall be operations@founders-law.co.uk. In the case of you, it shall be the email address indicated on your account on the Platform. Such email shall be deemed to have been received by the addressee at the time of receipt.

    15. SUB-CONTRACTING

      Founders Law may sub-contract its obligations hereunder, without prior formality, provided that the appointment of any sub-contractor shall not relieve Founders Law from any obligations or liability under these Terms.

      16. ASSIGNMENT

      16.1 Each Party will only be entitled to assign or transfer these Terms or its rights and obligations under these Terms or deal in any other manner with any of its rights under these Terms if it has obtained the prior written consent of the other Party to do so. Any attempted assignment or transfer in violation of the foregoing will be null and avoid.

      16.2 Notwithstanding anything herein to the contrary, Founders Law may assign these Terms to a related entity or any successor to its business or assets to which these Terms relate, whether by merger, sale of assets, sale of stock, reorganisation, or otherwise, subject to written notice given to you, at which point, Founders Law will be released from its obligations under these Terms. Under no circumstances shall Founders Law be held jointly and severally liable for the performance of these Terms by the assignee.

      17. NO WAIVER

        A delay in exercising or failure to exercise a right or remedy under or in connection with these Terms will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy.

        18. INVALIDITY

          If any Clause of these Terms is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable in whole or in part, this shall not affect the enforceability of the rest of the Terms.

          19. NO THIRD PARTY RIGHTS

            Except as expressly provided in these Terms, a person who is not a Party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

            20. ENTIRE AGREEMENT

            These Terms and any other documents and/or Policies referenced herein constitute the entire agreement between the Parties regarding the subject hereof and supersede all prior or contemporaneous agreements, understandings and communications between the Parties, whether written or oral.

            21. GOVERNING LAW AND JURISDICTION

            21.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be exclusively governed by, and construed in accordance with, English law, without regard to conflicts of laws principles.

            21.2 The Parties irrevocably consent and submit to the exclusive jurisdiction and venue of the courts of London in all disputes or claims arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).