Terms Of Service
1. Introduction and what these terms do
1.1 Who we are
SeedLegals.com is a site, service and platform that provides document automation, cap table management, team agreements and other features relating to growing, running and funding a company. The site and platform are owned and the service is provided by SeedLegals (“SeedLegals”, “us” and “we” below).
You will be contracting with the SeedLegals entity located in the country or region where you have selected your company jurisdiction to be. You have chosen your company jurisdiction to be Hong Kong and you will be contracting with SeedLegals HK Limited, a private company limited by shares incorporated in Hong Kong SAR with Companies Registry number 3126925 and with our registered office address at Rooms 1703-1704, 17/F, Tung Chiu Commercial Centre, 193 Lockhart Road, Wanchai, Hong Kong SAR.
SeedLegals is not a law firm and isn’t regulated or registered as such. It’s important that you understand what this means in terms of the services we provide to you and the regulatory protections available to you. We have explained this in more detail in section 3 and we recommend you read the section carefully.
To contact us, please email [email protected] or use our chat support feature. To speak to someone, please call +852 3002 0659.
1.2 When these terms apply
If you sign up to our Platform or use our Services, you’ll be confirming that you intend to use the Platform and Services in the course of your business, craft, trade or profession and that, where applicable, you are a ‘trader’ or ‘supplier’ and not a ‘consumer’ under relevant applicable laws. When you use the Services on behalf of a company, then by accepting these Terms you confirm that you have sufficient authority to enter into a contract on the company’s behalf and that you understand and agree that the company will be our customer and not you personally. Even if you haven’t set up a company yet, where applicable you’ll be treated as a ‘trader’ or ‘supplier’ and not a ‘consumer’ under relevant applicable laws when you sign up to our Platform or use our Services and, once you have set up your company, any further instructions you give us will be from the company and not you personally.
In the course of using the Platform and our Services, you will be able to share documents with third parties and give those parties access to certain parts of the company’s profile on the Platform, which will allow those parties to view and sign documents, view the company’s profile (e.g. the cap table and debt table, if you have given access), view the status of their options or details relating to their employment (if you have given them access to the Option Holder View or Employee View on the Platform) and contact our customer support on the Platform. For the avoidance of doubt, we act for and accept instructions solely from the company and we do not act for any third party, including the company’s founders, employees, consultants, investors, advisors or other affiliates.
IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS YOU CANNOT USE THE PLATFORM OR OUR SERVICES. IF YOU HAVE PROCEEDED TO PAYMENT AND THEN COMMENCED USE OF THE SERVICES WE WILL DETERMINE THAT YOU HAVE ACCEPTED THESE TERMS IN FULL.
1.3 Before you make a purchase
We will not provide our documents or products to you to inspect or review before you decide to purchase. We encourage you to ask for a web demonstration given by one of our team members who can show you over screen sharing software what any given product contains and how our Services work. We also have video tutorials on our Site that can provide more insight into the product or Service you are thinking about purchasing.
All payments you make are non-cancellable and non-refundable, subject only to the provisions of clause 7.7 and clause 9.5. Please read those clauses carefully before you make a purchase.
1.4 Terms subject to change
Please note that we may change, modify, add or remove sections of these Terms from time to time. We will post any changes to our Site by updating these Terms, but we may not make any separate publication about such changes, so please revisit these Terms every so often, because we assume that you agree with these Terms at all material times if you continue to use our Services.
These Terms were last updated on 4 January 2023.
2. Data Protection
2.1 Data security
Your data is uploaded and downloaded over a secure connection, your credentials are encrypted and hashed. We don’t store (or even know) your password. Your company data and any Confidential Information you may upload to the platform is stored securely, and only people you’ve assigned as members of your team (in addition to any persons approved under clause 2.3) can access your data, per the access permissions you assigned to those team members. We expect you to ensure that your team, particularly those you give Admin access to, have strong passwords, ideally different from their social network site logins.
2.2 Account creation
If you establish an account on the Platform, you are responsible for maintaining the confidentiality of your user ID and password, and you are responsible for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify us at [email protected] of any unauthorized use of your password or user ID or any other breach of security.
You are responsible for all content that you transmit or otherwise make available to our Site and Platform. Your access to and use of this Platform may be monitored, including but not limited to, for the purpose of identifying illegal or unauthorized activities.
2.3 Data collection
Subject to the confidentiality obligations created under these Terms (see below), you agree that we have the right to collect and analyse specific data points and other information gained from your company profile, settings and including but not limited to interactions with our team on our chat support. This covers, without limitation, information concerning your data and data derived therefrom, and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site/Platform and for other development, diagnostic and corrective purposes in connection with the Site/Platform; and (ii) to disclose such data solely in aggregated or other de-identified form in connection with our business, for example, we could indicate that most early stage startups offer x% of their equity for £y. This is for the mutual benefit of all our users.
2.4 Granting ourselves access for customer support purposes
Occasionally you may contact us for customer support. It may be necessary for our team to access your company’s profile page for the purpose of assistance, to enable them to see what you are having an issue with or for them to inspect a document you have referred to. This will only happen with your implied consent to do so, such as during an active conversation between yourself and a team member on our live chat software or where it is necessary to answer a question you have asked them on email/chat support.
Once you have finished working with that team member, they will remove their access from your company’s profile. We also require our team members to regularly review the list of companies they have access to and to remove themselves from any company that they are not actively assisting to minimize the risk of any data breach.
Additionally, you also have the ability to remove our team members from your company’s profile at any time, so that only those who you have permitted to have access to your data have it.
2.5 Providing platform feedback
If you give us feedback on the Platform, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary and implementation of that feedback is owned by us and may become part of the Site or the Platform without compensation to you. We reserve all rights in and to the Platform unless we expressly state otherwise.
2.6 Phone, SMS and email contact
If phone numbers are provided along with other contact details you may or may not receive phone calls / SMS / emails from your account owner. You can opt-out of this contact by emailing us at [email protected] or by requesting so on our web chat.
3. No Legal, Tax, Accounting or Financial Advice
3.1 We are neither a law firm nor a regulated or registered entity
We are not a law firm and are not regulated as such. Law firms are authorised, registered and regulated by legal profession regulating authorities (for example the Law Society of Hong Kong or Singapore) and it’s important that you understand that we are not regulated or authorised by such authorities (“Authorities”). This means we do not and are not authorised to provide legal advice or legal services at any stage of your use of the Platform and related Services. We use our proprietary technology to help you grow your company and close funding rounds but we do not carry out any of the activities that can only be provided by regulated solicitors, legal practitioners and law firms.
There are certain key differences in the regulatory protections that are available to you when you deal with a non-Authority regulated entity and it’s important that you understand that:
- we aren’t required to take out compulsory professional indemnity insurance;
- our services aren’t covered by legal professional privilege, meaning that any communications between you and us could be produced as evidence in court proceedings if ordered by a court or other authority;
- you won’t be able to complain to the Authorities in respect of the services provided to you by SeedLegals; and
- you won’t be able to apply for a grant to be made out of any compensation fund managed or administered by the Authorities.
We are not a substitute for a practicing advocate, solicitor, attorney, or law firm. Ultimately, you should make your own judgment on the suitability of any documents to your circumstances and obtain your own qualified advice as you see fit.
3.2 We don’t provide legal, tax, accounting or financial advice
The Platform and related Services constitute an online portal that provides information and access to a mix of industry standard, open-source, third party and proprietary documents, guides, templated forms, analytics and data, team administration and networking functionality, cap table modelling, and additional features to assist with the completion of tasks relating to company incorporation, funding rounds, option schemes and general company and team administration.
As you navigate through our Services and build documents on the Platform you will be guided by our ‘hints’ that help you choose the required data and in some instances, whether to include or not include a particular term. Of course, these choices may change as you negotiate with other stakeholders. These hints have been created to help you understand different terms and commercial decisions. Whilst sourced from experts and reflecting industry best practice, they are provided for general information only. They are not intended to amount to legal, tax, accounting or financial advice on which you should rely. If at any point you are still uncertain about your selection, you should obtain professional or specialist advice from independent legal, tax, accounting or financial advisors before taking or refraining from any action on the basis of those hints.
Likewise, as you navigate the Platform and use our Services you can communicate with our team on our live chat support. From time to time you will have certain questions you would like to receive our recommendation on. You may put your questions to our customer support team. We will try to provide you with an informed response based on our experience or direct you to a relevant resource. However, at no point does this information qualify as legal, tax, accounting or financial advice, nor should it be taken in substitution to such qualified professional advice. No lawyer-client relationship is created between you and the person answering your questions at any time, regardless of whether that person is an individual regulated by the Authorities or not. Some members of our team may be solicitors or legal practitioners who are regulated by relevant Authorities in their personal capacity, but it is important that you understand that this authorisation and regulation does not apply to SeedLegals as a company, to the Platform, the Services or to any work carried out by those members of our team who are not regulated by relevant Authorities.
Any answers provided to you by our team are provided for no additional fee as part of our customer support service. The responses you get via this service do not constitute or qualify as legal advice and are neither held out or implied as such. They are intended as general guidance to help you make informed choices on the Platform and make you aware of general considerations related to your query. If you remain uncertain you must verify the information that we provide with a qualified professional such as a qualified and regulated legal, tax, accounting or financial professional in your jurisdiction. If you do not know of a qualified and regulated person or firm, we can suggest to you a number of partner firms and professionals we know in your jurisdiction.
For the avoidance of doubt, by using the Platform and our Services, you agree that:
- you are solely responsible for the appropriate selections within any documents;
- the hint text, instructions and tutorials are created for a wide audience and may not suit your individual company’s needs, and may be out of date for your company’s needs at any given time;
- the documents available via the Platform may not fit your specific circumstances. You should make your own judgement on the suitability of any such materials to your or any third party’s circumstances, or obtain your own legal, tax, accounting or financial advice to review such materials before using them;
- we (and any member of our team) are not providing legal, tax, accounting, financial, investment brokerage or any other advice. The Platform, Site or our chat support should not be used as a substitute for advice from qualified legal, tax, accounting or financial professionals relevant to the jurisdiction in which you or your company are operating;
- no member of our team acts as solicitors or legal professionals, nor do they, or are they authorised to, pretend, imply or hold themselves out to be solicitors or legal professionals;
- whilst we deny that any legal responsibility arises when you use the Platform or our Services, in the event we are wrong, we exclude all legal responsibility and costs for reliance placed by anyone on the Platform, our Services or information gained from our live chat support; and
- you understand and accept the differences in the regulatory protections that are available to you as outlined above.
Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.
3.3 Services in jurisdictions outside England & Wales
If your company is domiciled, you use the Platform or we provide our Services in a jurisdiction outside of Hong Kong SAR and Singapore, it is important that you understand we are not a regulated entity in any jurisdiction and are not authorised or regulated by any relevant professional regulatory body in your jurisdiction. There may be differences in the regulatory protections that are available to you when you deal with an unregulated entity and it’s important that you understand that you may not have the same regulatory protections as you would have if you engaged an authorised or registered legal practitioner and/or regulated law firm in your jurisdiction.
SeedLegals’ services provided outside of Hong Kong SAR and Singapore are subject to the rules and regulations of the relevant jurisdiction. We may employ lawyers who are authorised or regulated outside of Hong Kong SAR and Singapore, but it does not mean SeedLegals (and/or any of their employees) provide legal services in such jurisdiction.
4. Modifications to our documents and upload of external documents
You are responsible for any wording, figures or documentation which you add or upload on our platform beyond our industry-standard templates, included but not limited to wording or documentation inserted by you using the free-form text boxes we provide, the Additional Items section, the Deal Data Room upload feature or our Deal Manager tool. The SeedLegals team does not review or check the legal status, enforceability or consistency vis-à-vis the other terms in our templates, of your free-form text additions or that of any external documentation you upload to our platform, and we will not be responsible or liable with respect to any subject matter or terms contained therein. The insertion of free-form text or the upload of external documentation on the SeedLegals platform should not be used as a substitute for qualified legal, tax, accounting or financial advice in respect of these additions or documents.
We may, at our discretion, provide a service to include the wording you request to achieve the custom term you desire. In the event this happens you must understand we are not assuming any of the responsibility for the inclusion of such a term and should there be any doubt over the validity, enforceability or merits of the term, you should seek professional legal advice.
5. Confidential information
Your relationship with us is not legally privileged in the way it would be if you were working with a regulated or registered legal professional. Nevertheless, in the course of assisting you with one of our Services, both of us understand that the other party has disclosed or may disclose business, technical, financial or other confidential, sensitive or proprietary information relating to their business (“Confidential Information”). Confidential Information includes non-public information regarding features, functionality and performance of the Service, non-public information data provided by you to us to enable the provision of our Services (company data, business plans, financials, pitch decks, investor interest information etc), and any other information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Both of us agree:
- to take reasonable precautions to protect such Confidential Information; and
- not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.
The foregoing provisions will not apply with respect to any information that any of us can prove:
- is or becomes generally available to the public;
- was in its possession or known by it prior to receipt from the other party;
- was rightfully disclosed to it without restriction by a third party;
- was independently developed without use of any Confidential Information owned by the other party; or
- is required to be disclosed by applicable law or by an order of a court or tribunal of competent jurisdiction.
6. Proprietary rights
We own and retain all right, title and interest in and to (a) the Services and Platform, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with our Services or support or the Platform, and (c) all intellectual property rights related to any of the foregoing, including but not limited to all text, published material, document creation “flow”, sound, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, and “look and feel” of the Platform and any related Services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You will own all right, title and interest in and to your personal data and Confidential Information.
No rights or licenses are granted except as expressly set forth herein.
7. Payment of fees
7.1 General payment information
You will pay us the fees together with any relevant tax and any other applicable charges described for each Service you subscribe for or purchase in accordance with these Terms (“Fees”). Full details of the applicable Fees can be found on our pricing page.
We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Service Term (defined in clause 7.4 below) or then-current renewal term upon prior notice to you, which may be sent by email.
For subscriptions or one-off purchases made on the Platform, payment is due on the terms applicable to that subscription or one-off purchase as displayed at the point of purchase. For example, some of our products will ask you to “unlock” them before you can access a full version of them. In order to “unlock” those products you will need to enter valid payment details and pay immediately to use the product.
For purchases that are invoiced by SeedLegals, payment is due in accordance with clause 7.3. Unpaid amounts may result in termination of Service.
You will be responsible for all taxes associated with your use of Services that are attributable to or due by you. If an applicable tax authority requires us to pay any taxes that should have been payable by you, we will advise you in writing, and you will promptly reimburse us for the amounts paid.
7.2 Additional fees
If your use of the Services requires the payment of additional Fees, you agree to pay the additional Fees in the manner provided herein. This may happen where you “unlock” a funding round and agree in advance to paying a certain balance at completion of the funding round, but then as you proceed through the round, gain more interest from investors, causing the round size, and as a result our Fees, to increase. In that situation, we will invoice you for the difference in the Fees in accordance with clause 7.5.
Payment for invoices is due on the date specified in the relevant invoice or, if no date is specified on the invoice, within 30 days of your receipt of the invoice.
If payment is not received by the due date, we reserve the right to, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at the rate of 2% per month and to charge all expenses of recovery (including reasonable legal fees), (ii) suspend your access to the Services until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate our agreement.
7.4 Subscription services
When you first sign up to the Platform, you will receive 7-day free access to one of our subscription products, which, once started by you, will constitute the initial Service Term. You will not be charged any Fees for that product for those first 7 days. Thereafter, you will not be charged any Fees until you choose to manually subscribe for the product you received a free trial for, or subscribe for one of our other products for the first time. If after your free trial expires you choose to subscribe for a subscription product, the Service Term will be renewed by 30 days (if you choose a Monthly plan) or 1 year (if you choose an Annual plan) for our subscription products, and that Service Term will be automatically renewed and you will continue to be charged Fees for the subscription, on a monthly (if you’re on a Monthly plan) or annual (if you’re on an Annual plan) basis for so long as you continue to subscribe for each subscription product and so long as the payment details attached to your company remain valid.
You can switch to an annual subscription term at any time. Annual subscriptions can be upgraded, downgraded or cancelled on the anniversary of the commencement of that annual subscription.
As such, if we do decide to change the Fees or institute new charges for our subscription products that you are currently subscribed to, we will not impose those new Fees on you without advanced prior written notice and we will allow you to choose whether to continue using our subscription products on the revised prices before we begin charging you at the new price.
7.5 One-off products
Other products, such as our funding round package, are purchased on a one-off basis. Once purchased, you will have unlimited access to that product for so long as you have a valid subscription to the relevant subscription package that the product relates to.
When you purchase a one-off product, whether you use one, or all of the documents included in the particular product, you are nevertheless liable to pay us the Fees in full for that product.
Some of our one-off products are subject to Fees which are determined by reference to the total investment amount raised in a funding round or pursuant to an agile investment instrument (e.g. Instant Investment, SeedFAST, SeedNOTE). By purchasing the respective one-off product you agree to pay such Fees at completion of the product workflow, based on the fee estimation set out at the point of purchase and subject to clauses 7.2 and 7.7 of these Terms.
The Fees you pay for such one-off products are subject to change based on the total investment amount raised. Where you “unlock” an investment product at a certain price based on an estimated total investment amount but the total investment amount changes before completion, the total Fees payable will be determined by reference to the final total investment amount, based on the sliding scale on our pricing page.
All one-off products are non-refundable, including in situations where you cancel your Subscription to the relevant plan that the product relates to. You can find more information about refunds in clause 7.7.
Paragraphs 7.3 to 7.5 are subject to any promotional offers we may make from time to time. For example, we may choose to offer discounted Fees for our subscription products during a limited promotional period. If we do that, we will start charging you Fees at the standard non-promotional advertised price on our pricing page after the promotional period ends.
All payments you make are non-cancellable and non-refundable, subject only to the provisions of this clause 7.7 and clause 9.5.
When you first sign up to the Platform by purchasing a subscription, you can cancel your purchase and ask for a refund by telling us in writing of your wish to cancel within 2 working days of purchasing your subscription (“Cooling-off Period”).
We will assess your refund request and we will only process a refund if we are satisfied that no documentation has been created on your company profile during the Cooling-off Period. For the avoidance of doubt, creation of any documentation within the Cooling-off Period will render your subscription non-refundable.
Subscriptions are non-refundable after the Cooling-off Period.
(b) One-off products
All one-off products are non-refundable, including where you cancel your subscription to the relevant plan that the product relates to.
Where you have paid Fees which have been determined by reference to the total investment amount raised in a funding round or pursuant to an agile investment instrument (e.g. Instant Investment, SeedFAST, SeedNOTE) and the total investment amount is later reduced due to investors withdrawing their planned investments, we may in our sole discretion agree to apply credit to your account. The amount of such credit will be equal to the difference between the Fees you paid in respect of the total investment sum to be raised minus the applicable Fees payable in respect of the reduced investment sum your company raised after investors withdrew their planned investments, in both cases as determined based on the sliding scale on our pricing page.
Such credit will be applied to your company account and can be used for a period of 5 years for paying Fees for any other Services, solely in respect of the purchases made on the company account to which the credit was initially applied. Any unused credit will expire after 5 years and can no longer be used once expired.
No refund will be issued in addition to the credit applied to the company account for use in future purchases.
(c) We may refund Fees at our sole discretion
We may decide to refund you Fees you have paid for the Services if we at our sole discretion consider that we do not have the technical infrastructure to provide the Services to your company at the time of your purchase (for example, if our cap table cannot support your current share capital structure).
Any such refund is given strictly subject to the condition that you have not and will not create, download and/or use any document generated as part of the product whose purchase is being refunded.
If we in our sole discretion refund any Fees you have paid and later discover that you have created, downloaded and/or used a document from the Platform, whether in a modified form or not, we will invoice you for the cost of the document and you will be liable to pay our Fees in full.
7.8 Incorrect bills
If you believe that we have billed you incorrectly you must contact us no later than 7 days after the date of the invoice in which the error or problem appeared. Inquiries should be directed to our customer support department using our chat support feature.
8. Term and termination
8.1 Term of agreement
Subject to earlier termination as provided below, our agreement under these Terms is for the Service Term specified in the plan you signed up for. Upon expiry, the plan may auto-renew (if applicable) in accordance with clause 7.4 above until terminated in accordance with this clause 8.
8.2 Termination rights
In addition to any other remedy, either party may also terminate our agreement under these Terms upon 30 days’ written notice.
We may terminate our agreement with you with immediate effect for a material breach of these Terms or for any other reason, at our own discretion. You will pay in full for the Services that you contracted for. For a reasonable amount of time following any termination, you will be able to access and save your documents and data upon request.
We will continue storing your documents and data for a reasonable amount of time following non-renewal of your subscription so that you can continue where you left off once you choose to re-subscribe, but we do not guarantee that we will store this data forever and will not be held responsible or assume any liability for its deletion. As such, you must download your documents and data before your decision not to renew your subscriptions so you have your own copy of that information should you need them outside of being a SeedLegals subscriber.
Some of the terms in our agreement will continue to be enforceable, even after termination including, without limitation, the right to be paid, confidentiality obligations, warranty disclaimers, and limitations of liability.
8.3 Effect of termination
If you choose not to renew your subscription or if either party terminates this agreement under these Terms, you will be unable to access documentation that you have created and your cap table until you re-subscribe for the relevant subscription service. In that case, this agreement will terminate on the last day of your active subscription. You can re-subscribe at any time and, if you do so, a new agreement will come into effect between us based on our terms of service in effect at that time.
9. Representations & warranties
By entering into an agreement under these Terms on behalf of a company or other legal entity, you represent that you have the appropriate authority to bind such entity and its affiliates to these Terms. In which case the terms “you”, “your” and “user” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the Terms, you must not accept any agreement under these Terms and may not use the Platform or our Services.
9.2 Appropriate use
You confirm that:
- you are over 18 years of age;
- you are only using the Platform for your own personal use or as a person with appropriate authority on behalf of a company or other legal entity;
- you comply with all applicable laws, rules, regulations and court orders;
- you adhere to all our published policies then in effect;
- you have not been convicted for any computer or internet related crime;
- you are not located in a region that is prohibited from using the Services by law; and
- you have not been refused Services by SeedLegals in the past.
Should you not be able to confirm the above you must stop using the Platform and our Services immediately.
You warrant that you will not, directly or indirectly:
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”);
- modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorised within the Services);
- use the Services or any Software for time-sharing or service bureau purposes or otherwise for the benefit of a third party;
- introduce or permit the introduction of any virus into our IT systems;
- access all or any part of our Platform or Services in order to build a product or service which competes with us;
- remove any proprietary notices or labels;
- use our Site or Services in any way or take any action that causes, or may cause, damage to the Site or Services or impairment of the performance, availability or accessibility of the Site or Services;
- use our Site or Services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
- use our Site or Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
- conduct any systematic or automated data collection activities (including scraping, data mining, data extraction, or data harvesting) on or in relation to our Site or Services without our express written consent;
- access or otherwise interact with our Site or Services using any robot, spider or other automated means;
- violate the directives set out in the robots.txt file for our Site or Services;
- use data collected from our Site or Services for any direct marketing activity (including email marketing, SMS marketing, telemarketing or direct mailing);
- use data collected from our Site or Services to contact individuals, companies or other persons or entities;
- use or direct the Site or Services to interact with other devices unless you are expressly authorised to do so;
- use the Services or system infrastructure in such a way to create unreasonable load on devices to which you have directed the Services to interact;
- use any of our system infrastructure, directly or indirectly, to initiate, propagate, participate, direct or attempt any attack, hack, or send bandwidth saturation, malicious or potentially damaging network messages to any device; or
- use or access the Site or our Services in order to build a similar or competitive product or service or disclose to any third party any benchmarking or comparative study involving the Services.
9.4 Our license to you to allow you to use our materials
With respect to any contracts, documentation, forms, funding agreements, or any other material obtained through, exported, or created for you by the SeedLegals Site or Service (the “Materials”), we hereby grant you a non-exclusive, non-transferable, non-sublicensable licence to use such Materials only in connection with the Services.
9.5 Our indemnity to you
We will indemnify you and hold you harmless against any claims by third parties resulting from any alleged infringement by the Service of any patent or misappropriation of any trade secret the relevant jurisdiction of incorporation of the SeedLegals entity with which you are contracting, provided we are promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and/or settlement. We will not be responsible for any settlement we do not approve in writing.
The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by us, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by us, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where we continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with these Terms.
If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by us to be infringing, we may, at our option and expense (a) replace or modify the Service to be non-infringing, provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate our agreement under these Terms and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.
9.6 Your indemnity to us
You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of an alleged violation of these Terms or otherwise from a User’s use of the Materials or Services.
You further agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action howsoever arising as a result of your failure to observe your obligations under applicable legislation on data privacy and protection (including but not limited to, providing any required notices to and obtaining any required consents from data subjects) or arising as a result of us complying with any documented instructions you give us.
10. Disclaimers & limitation of liability
10.1 Limitation of liability
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY:
- FOR USE OF THE PLATFORM, SERVICES OR FOR ERROR OR INTERRUPTION OF USE OF THE PLATFORM OR SERVICES;
- FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
- FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
- FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR
- FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Allocation of risk
These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Services reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into this agreement without such allocation and limitation.
10.3 Cannot guarantee uninterrupted service
Whilst we do not guarantee that our Platform or any Services available through it will always be available or be uninterrupted or error free, we will use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimises errors and interruptions in the Platform and our Services. We will perform Platform updates in a professional and workmanlike manner. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this via social media channels or on our Site, and we will aim to provide (where possible) an estimated time by which the Platform and Site will resume their normal service.
10.4 Disclaimer of warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OUR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF OUR PLATFORM OR SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION(S). YOU ACKNOWLEDGE AND AGREE, THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY US WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
We do not guarantee that our Site or Services will be secure or free from bugs or viruses.
10.5 No claims against individuals
You agree to bring any claim (including negligence) in connection with any of the Services only against us, and not against any individual, however described.
We have a technology professional indemnity insurance in place to cover claims in connection with the Platform and/or related Services, as well as in relation to consultancy services performed in relation to our products.
We aren’t a law firm which means that we aren’t required to take out any compulsory professional indemnity insurance. We do not have any solicitor or other legal professional indemnity insurance.
If you are reading this section you are probably unhappy. So, first things first, we are sorry.
We want all of our users to have a fantastic experience when using SeedLegals, so when we hear that we have not provided a service to that standard, we want to ensure we make things right.
We hope that most matters can be resolved either through our chat support feature, or through an email or video-chat conversations with one of the members of our team.
However, we appreciate that some matters sometimes require further escalation. That is what this section is for.
Should you find that you need to make a complaint, we can assure you that it will be addressed swiftly, fairly and efficiently, so that we can find a resolution as quickly as possible.
If you have a complaint, we ask that you do the following:
- write an email addressed to [email protected]
- enter the subject line: “I have a complaint” and add your company name (or the account that complaint relates to on the platform)
- in the body of the email, please describe as much as possible the nature of the complaint, including when the issue happened and who you had been dealing with in our team
After you send your complaint email, you will receive an acknowledgement email from us within 24-48 hours.
A senior member of our organisation will review the complaint and contact you to organise a call with you, or write back to you to discuss the matter in greater detail with you, within 3 working days from the acknowledgement email. This initial response may offer a resolution or may begin a dialogue in an attempt to reach the best possible outcome.
A final resolution or decision on the matter of your complaint will be communicated to you within 7 working days of the acknowledgement email.
You agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to us, for which monetary damages would be inadequate, and you consent to us obtaining any injunctive or equitable relief that we deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies we may have at law or in equity. The failure by us to enforce any provision in these Terms will not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
If any reference in these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
Our agreement under these Terms is not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of our rights and obligations under these Terms without consent. Our agreement under these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.
No agency, partnership, joint venture, or employment is created as a result of our agreement under these Terms and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal fees.
All notices under these Terms will be deemed to have been duly given when received, or if transmitted by email, the day after it is sent.
Our agreement under these Terms will be governed by the laws of Hong Kong SAR and we both agree to the exclusive jurisdiction of the courts of Hong Kong SAR.