1.1 The Widget is provided by Wiggin LLP, a limited liability partnership registered in England & Wales with number OC308767 (we, us). Our registered office is at 95 The Promenade, Cheltenham, Gloucestershire GL50 1WG. Our VAT registration number is GB 821 5446 45. We are regulated by the Solicitors' Regulation Authority: http://www.sra.org.uk/consumers/consumers.page
2. Application of these Terms
2.2 We may make changes to these Terms from time to time, and if any change is material we will place a notice to that effect on the "News and Updates" panel on the Widget website (the Site). Your continued use of the Service after notice of any change will be deemed acceptance of the change.
2.3 Please note that if you are an Access & Advice or bespoke subscriber your use of the Service will also be subject to our general Terms of Business.
3. The Widget Service
3.1 The Widget offers a number of sets of pre-prepared template contracts (the Contract Templates). For each Contract Template there is a corresponding contract wizard (a Contract Wizard) which you will need to work through and complete each time you want to prepare a specific contract. A contract you have drafted using the Widget is referred to in these Terms as a Contract.
3.2 Access to the Service is by way of subscription to one or more contract sets (a Contract Set) or, if you are a Bespoke user (see paragraph 7 below), on the basis agreed between you and us. Each Contract Set carries its own subscription charge. Further details of charges are in paragraph 6 below.
3.3 If you have chosen the Access Online level of access you get (a) online access to the Contract Templates in your Contract Set on the terms described on the Site on a 24/7 basis and (b) up to an hour of time on the telephone by way of introduction to the Service.
3.4 If you have chosen the Access & Advice level of access you get the Access Online access to your Contract Set and service, and in addition you can contact us up to five times each month by phone or email to get legal advice and answers to any questions you may have about using the Contract Templates and Contract Wizards and preparing your Contracts. Each contact allows for around 10-12 minutes of advice, so up to an hour for the month in total. If your advice requests exceed that limit we reserve the right to make a further charge, as described in paragraph 7 below.
3.5 Whichever access level you choose you may email us at any time to report any technical problems you have in using the Service or to report any faults (see paragraph 15 below).
4. Use of the Contract Templates
4.1 Each set of Contract Templates has been carefully prepared by us as a standard set of documentation suitable for the applicable media sector. Please note that the contracts are governed by English law and therefore they are not always suitable for use with parties outside the UK unless the overseas party agrees that an English law contract can be used. Note that even if the overseas party agrees to the latter, certain foreign laws may still affect the operation of the contract.
4.2 The Contract Wizards enable you to make certain changes and additions to the default contract wording so as to make the Contract Templates as flexible as possible. You are invited to complete wording of your own in some questions. In some cases you may find that a particular Contract Template does not address all the issues that you want to include, in which case you can amend the Contract as a Word document after downloading it to your system. Please note the limitation of liability in paragraph 12 below as regards any wording you provide, and any changes you make.
4.3 Please read our Widget Contract Tips before using any Contract Wizard – you will find a description of best practice to follow in drafting, negotiating and concluding the Contracts.
4.4 If you have any doubts as to the suitability of any of the Contract Templates for your business you should refer those concerns to us during the one hour initial consultancy period that forms part of the Service. If during that period you disclose to us facts or other information that leads us to believe that some or all of the Service may not be suitable for your needs we shall advise you accordingly and discuss with you suitable alternatives.
5. Access to the Service and Security
5.1 When we have received payment of the first instalment of your subscription from you we will send you a password for you to log in to the Service. For security purposes you will need to enter your username and password each time you use the Service.
5.2 Each user will have their own password. We ask you to keep your personal password safe, and you must not share it with any third parties or permit any third party to access your subscription or the Service using the password. You must notify us immediately if you learn of any unauthorised use of your or any user's password. You are in any event solely responsible for all use of the Service that occurs under your password or account and for any access to or use of the Service by you or any person or entity using your password, whether or not such access or use has been authorised by you, and whether or not such person or entity is your employee or agent. We will notify you if it comes to our attention that your password is being used by third parties.
5.3 To access the Service you need a pc or Mac with broadband internet access and appropriate software (for example Microsoft Word). The Widget is best displayed by browser software versions released in the last five years. You do not need to download any software from us to use the Service. Please note that your access to the Service may be affected by the performance of your hardware, software and/or your internet access.
6. Subscription Fees and Payment
6.1 Unless you are a Bespoke user or we agree otherwise, you must pay for your access to the Widget by means of the payment system on the Site. The payment terms that apply to Bespoke users are set out in paragraph 7 below. Payment is by way of subscription in advance, and each Contract Set carries a separate subscription fee. All stated fees exclude VAT which will be payable in addition. You can choose whether to pay the subscription for your Contract Set on a monthly, semi-annual or annual basis (a discount is offered for semi-annual and annual payments). Access to the Service is conditional on payment by you of each instalment of your subscription fee.
6.2 Your subscription payments for the Service are handled for us by PayPoint. When you register to subscribe the Site will direct you to a PayPoint payment page on which to give your payment instructions. Payment is made at the moment that your payment is confirmed by PayPoint. Once the first instalment of your subscription is paid, you will receive an email with a note of your password and you will have access to your chosen Contract Set on the applicable level of access. You accept that since the Service commences immediately on receipt of your payment, you may not cancel a subscription until the next following renewal date. Subsequent instalments of your subscription fee will be debited automatically from your chosen card account until such time as you terminate the subscription.
6.3 The terms under which PayPoint processes your payment instructions and stores and processes your credit card details are provided by PayPoint. We do not hold and we cannot access your credit card details. Payment of your subscription instalment is made when we receive payment in our bank account following payment instructions relayed though PayPoint. By paying using your credit or debit card you confirm that the card is yours and that there are sufficient funds or credit available to cover the charges.
6.4 We retain the right to review and, if applicable, increase the subscription fees we charge for any part of the Service from time to time. The revised fees will be applicable on the next renewal of your subscription. You have the option not to renew your subscription if you do not accept the revised fees.
6.5 You may upgrade your subscription at any time from Access Online to Access & Advice (if available for the relevant Contract Set) by payment of the difference between the Access Online fee and the Access & Advice fee for the remainder of your chosen subscription period, and then by payment of the Access & Advice fee thereafter.
6.6 You may terminate your subscription to any Contract Set at any time by sending us a termination request by email. If you are a monthly payer you will have full access to that Contract Set for the remainder of your current month. If you are an annual or semi-annual payer you will have access to that Contract Set for the remainder of your current month, and we will refund to you the remaining months you have paid in advance.
6.7 If you fail to pay any instalment of your subscription for any reason we may suspend your access to the Service at any time after the date on which payment is due, and you will in any event receive an email notifying you of the failure to pay and how to cure the failure.
6.8 We also have the right to suspend or terminate your subscription access in the event that any payment you make that is credited to our account is found to be illegal, invalid or fraudulent, or is for any other reason (save error by PayPoint) subsequently debited from our account.
7. Rules Relating to Access & Advice and Bespoke Users Only
7.1 If you are a Bespoke user you will be charged for access to the Service, and your payments must be made, on the basis and in the manner agreed in writing between us and you.
7.2 Subscribers to the Access & Advice level for a Contract Set may obtain advice on using the Contracts (as more particularly described in section 3 above) up to five times each month. We would be delighted to advise you on any other legal matters as well, but such advice (and any advice requested in excess of the five times a month rule) will fall outside the Access & Advice subscription terms and will be charged for separately on our normal charging terms (unless otherwise agreed with you). See our general Terms of Business for our normal charging terms. In addition, if any such additional advice relates to the structure or financing of your business, or to a property acquisition, or to certain other matters, we may be required to obtain further evidence of your identity before we give that advice in order to enable us to comply with relevant money laundering legislation.
7.3 All Access & Advice and Bespoke subscribers will be subject to our general Terms of Business. In the event of a conflict between these Terms and our Terms of Business on any matter that relates to the Service (but not for the avoidance of doubt any additional advice as referred to in paragraph 7.2), these Terms will prevail.
7.4 Access & Advice subscribers should also note that there may on occasion be matters on which we cannot provide legal advice due to a conflict, and we shall discuss such matters with you when they arise in accordance with paragraph 12 of our Terms of Business.
7.5 Except as provided in this paragraph 7, all provisions of these Terms apply equally to all Access & Advice and Bespoke users.
8. Ownership and Grant of Rights
8.1 The copyright and all other rights in the Contract Templates, the Contract Wizards and all other elements of the Widget are and will remain solely owned by or licensed to Wiggin LLP. We agree to indemnify you against any loss or damage you may suffer or incur as a result of any claim to the contrary.
8.2 By sending you a password we give you (a) the right to use your chosen Contract Set(s) on the applicable access level or your Bespoke Contract Set (as applicable) under these Terms during your subscription period, and (b) the right to use any specific Contract(s) you have created and downloaded during your subscription period (but not for the avoidance of doubt any Contract Template) indefinitely for the purpose for which it was created.
8.3 You may make and permit your employees and consultants and third parties with whom you contract (and their advisors) to make such copies of the Contracts that you create by using the Service as are reasonably necessary to enable your use of the Service and the negotiation and conclusion and use of such Contracts in the normal course of your business, but you agree not to make available or distribute (or permit the making available or distribution of) copies of any Contract OR Contract Template for any other reason or purpose.
8.4 The Site and all webpages on the Site and the Widget software are the sole property of Wiggin LLP. You may not without our express written agreement use, transfer, copy or otherwise reproduce or modify any part of the Site or the software in any form or by any means (electronic, mechanical or otherwise) except for the sole purpose of using the Service and viewing or using the Site as permitted.
9. Your Undertakings
You agree that you will not do any act or thing that would amount to a breach of these Terms, and in particular:
9.1 you will not act in any way which is intended to or likely to alter, damage, disable, overburden or otherwise incapacitate the Service or any Contract Template or the Site, or which is likely to compromise or circumvent the Service security system; and
9.2 you will not share your password with any other person and you will not share your subscription with any third party; and
9.3 you will not sell, make available, publish, distribute or otherwise share any Contract except as permitted by the Service.
10.1 The law changes on a regular basis, and some of the changes may necessitate changes or updates to the Contract Templates. We maintain the Contract Templates on a regular basis, and you can assume that any Contract Template takes into account the law in effect on the day of use unless a notice is placed alongside the Contract Template stating otherwise.
10.2 When you start preparing a Contract, that Contract will be tied to the version of the Contract Template that is live at the time you start. If we update a Contract Template an update notice will appear against any Contract in your "My Contracts" list which used an earlier version of that Contract Template, and if the change is significant we will also put a note in the "News and Updates" section of the Site outlining the changes we have made. In this event you have the option of re-drafting the Contract again if the change is material. If you are an Access & Advice subscriber you can of course contact us to get further advice about the effect of any changes.
11. Availability of the Service
11.1 We will use our reasonable endeavours to provide the automated part of the Service on a 24/7 basis, but we will sometimes have to carry out routine maintenance, repair faults, install upgrades, and reconfigure the servers. The Service may be suspended for a short time as a result, but we will do our best to keep these suspensions to a minimum. There may also be occasions when access to the Service is interrupted for reasons beyond our control, such as for example the failure of internet root servers. You agree that we shall not be liable for any loss or damage caused by any of the foregoing interruptions.
11.2 The contact part of the Access & Advice and Bespoke access levels will be available during normal business hours (09:00 to 17:00) on working days, and we will use our reasonable endeavours (subject to workload) to respond to any enquiry on the same working day (or on the next working day in the case of contacts received after 16:00). In busy periods and holiday periods and we may be obliged to extend that response time, and we will try to inform you by reply email of our estimated alternative response time in such cases.
12.1 Nothing in these Terms will limit or exclude our liability for death or personal injury or for any other liability that may not be limited or excluded by law, or for any loss or damage (save indirect or consequential loss or damage) caused by our negligence.
12.2 We have designed the Contract Wizards so that wherever possible a choice of ready-prepared words is given when answering questions, but in some cases we do have to ask you to fill in wording of your own. We cannot be liable for any wording you complete yourself (because we cannot check it), or for the consequences of you entering into a contract that contains any such wording, unless it follows advice or examples given in the Contract Wizard at the relevant point (or, if you are an Access & Advice or Bespoke user, we have advised you on that wording and you have followed our advice).
12.3 Subject to paragraph 12.1, you agree that we shall have no liability to you or any party connected to you in connection with any use of the Service (or any Contract Template or Contract Wizard) in any of the following circumstances:
12.3.1 if you or any member of your organisation or your external advisors have doubts about the suitability of the Service or a particular Contract Template for your business (as referred to in paragraph 4 above) but you nonetheless make use of a Contract Template without first consulting with us as advised in paragraph 3.4 and 4.4; or
12.3.2 if any Contract is used:
(a) with changes made by you, your employees, agents, advisors or any third party after you have downloaded the completed Contract to your system (and if you are a Access & Advice subscriber, where you have not taken advice from us on such changes) and the loss or damage incurred is directly connected with the wording or effect of one or more of such changes;
(b) with an overseas contracting party or in an overseas transaction in either case to the extent that the laws of an overseas jurisdiction apply, or with the governing law clause changed so as to apply the laws of an overseas jurisdiction to the Contract; or
(c) contrary to advice or instructions contained in the Contract Wizard or otherwise given to you by us; or
(d) in unrevised form following the upload of an updated version of the relevant Contract Template on the Site (as referred to in paragraph 10 above); or
(e) by any third party (except as party to a Contract with you); or
12.3.3 if you have accessed the Service otherwise than by means of a password supplied directly by us to you; or
12.3.4 in any of the circumstances described in paragraph 11.1 above.
12.4 You agree that the limitations of liability in this paragraph 12 are reasonable in the circumstances.
Please note that the Service and the Contract Wizards provide no advice on tax issues (including VAT) that may affect your business as a result of your use of the Contracts. You should always seek advice on tax issues that may affect your business, and our tax department would be happy to provide that tax advice on request.
14. Client Relationship, Contract Storage, Security and Confidentiality
14.1 If you subscribe to the Service we shall regard you as a client of Wiggin LLP, and we shall regard ourselves as bound by all the rules that govern solicitor/client relationships, including the rules relating to client confidentiality. We will therefore keep strictly confidential all documents and information that we receive from you as a result of your use of the Service.
14.2 Please note that for archive purposes we shall keep a copy of each Contract you create when using the Service (and if you wish, copies of concluded Contracts that are uploaded by you as permitted by the Service) for a period of 6 years, and each such copy will be subject to the confidentiality provisions above. You may access your Contract archive and re-download stored Contracts from the relevant page on the Site at any time during your subscription. In the event of termination of your subscription we shall on request send you copies of all Contracts you have created and that we have stored on the Service, subject to the foregoing time limitation.
14.3 We actively work to protect the security of your personal information at all times by using an SSL Certificate to encrypt the data you enter in readiness for transmission to our system. We have in place physical, electronic and procedural safeguards in relation to the collecting and storage of personal and Contract information to ensure that such information is accessible only to the account holder. It is important for you also to protect against unauthorised access to your account and computer by logging out when you finish using the Service.
If you need to contact us about the Service for any reason please call us on 01242 224114 and ask for a person on your Contract Set legal team, or email us at firstname.lastname@example.org. If you want to report a fault or technical problem please email us at email@example.com or (in emergencies) call us on 01242 224114 and ask for our IT department. The business hours and response times set out in paragraph 11.2 above apply.
16.1 These Terms (together with our general Terms of Business for Access & Advice and Bespoke subscribers) contain the entire understanding and agreement between you and us relating to your use of the Service unless we agree (at our sole discretion) other terms with you in writing. We reserve the right to terminate your access to the Service if you are in breach of these Terms.
16.2 In the event that any part of these Terms shall be held to be illegal, invalid or against public policy by a court of competent jurisdiction that part shall be severed from these Terms and the remainder of these Terms shall be deemed in full force and effect.
16.3 If we need to send you any communication regarding the Service we shall send it by email to the email address you give us when subscribing to the Service. It is your responsibility to notify us of any change to your email address. Please send all communications to us (other than when calling for telephone advice) to the appropriate Service email address. Emails will be deemed to have been received (in the absence of any evidence to the contrary) on the day of sending, or if sent after 17:00 on a working day or on a non-working day, on the next working day.
16.4 These Terms shall be governed by and construed in accordance with the laws of England & Wales and the parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of England & Wales as regards any claim, dispute or matter arising under or in relation to these Terms or your use of the Service.
These Terms were last updated on 26 July 2010.