BigLegal Terms of Business

1About BigLegal

1.1We are BigLegal Ltd, a company registered in England and Wales under company number 10369572, whose registered office is located at number 4 70-72 Westbourne Terrace, London, W2 6QA (BigLegal). Our VAT number is 251073633.

1.2You can contact us by telephone on +44(0)20 7427 6084 or by e-mail at customerservice@biglegal.com.

2The Contract

2.1When you subscribe to the Services and accept these Terms, you (the Authorised User), do so on behalf of the business disclosed on your Subscription Form (the Customer) and you bind the Customer to these Terms.

2.2You warrant that you have the authority:

2.2.1to subscribe to the Services on behalf of the Customer; and

2.2.2to bind the Customer to these Terms.

3Status of BigLegal's Services

3.1The Services provided by BigLegal are a tool designed to help the Customer to manage, analyse and collaborate around its Customer Legal Documents. The Services are not a substitute for reading and understanding the Customer Legal Documents and the responsibility for reading and understanding the Customer Legal Documents rests solely with the Customer.

3.2The Services are not legal advice and the Customer cannot rely on the Services in lieu of obtaining legal advice. The Customer must always seek appropriate professional legal advice on its Customer Legal Documents.

4Interpretation

4.1The definitions and rules of interpretation in this clause apply to these Terms.

AI Results: the information and data generated by the BigLegal AI analysing a Customer Legal Document and extracting key terms and clauses from that Customer Legal Document.

Authorised Recipient: those third party individuals who have subscribed to the Free Service or the Paid Subscription Service and who the Authorised User has selected to share the Customer Legal Documents and AI Results via the Sharing Functionality.

BigLegal AI: BigLegal's proprietary artificial intelligence solution which is integrated into the BigLegal Repository.

BigLegal Repository: the cloud based repository operated by BigLegal.

Contract: the contract between BigLegal and the Customer under which BigLegal provides the Services to the Customer and which is made up of the Subscription Form and these Terms and, if applicable, the Paid Subscription Form.

Customer Legal Documents: the Customer's commercial legal documents which are uploaded to, and stored in, the BigLegal Repository by the Authorised User.

Data Controller: means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.

Data Processor: means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.

Data Protection Law: the European Union Data Protection Directive 95/46/EC, any national laws or regulations implementing that Directive, including the Data Protection Act 1998 (DPA); the General Data Protection Regulation EU 2016/679 (GDPR) (when applicable) and any national laws or regulations constituting a replacement or successor data protection regime to that governed by GDPR.

Document Forwarding: the functionality within the BigLegal Repository, which is part of the Sharing Functionality, and allows: (i) the Authorised User to share the Customer Legal Documents and the AI Results with Document Forwarding Recipients; and (ii) Document Forwarding Recipients to share the Customer Legal Documents and the AI Results with other Document Forwarding Recipients.

Document Forwarding Recipient: those third party individuals who have subscribed to the Free Service or the Paid Subscription Service and who receive the Customer Legal Document and the AI Results as a result of the Authorised User setting a share of a Customer Legal Document and AI Results to allow Document Forwarding.

Documentation: the documentation made available to the Authorised User by BigLegal online which sets out a description of the Services and the user instructions for the Services.

Effective Date: the date the Services are first made available by BigLegal to the Authorised User.

Free Service: the services provided by BigLegal which allow the Authorised User to: (i) upload Customer Legal Documents to the Authorised User's My Documents Area; (ii) store a maximum of 50 Customer Legal Documents in the Authorised User's My Documents Area; (iii) analyse and extract key terms and clauses from the Customer Legal Documents using the BigLegal AI; (iv) view the Customer Legal Documents and AI Results in the Authorised User's My Documents Area; (v) share the Customer Legal Documents and AI Results with Authorised Recipients using the Sharing Functionality; (vi) share the Customer Legal Documents and AI Results with Document Forwarding Recipients by setting a share of a Customer Legal Document and AI Results to allow Document Forwarding; (vii) delete Customer Legal Documents from the Authorised User's My Documents Area; (viii) subject to authorisation by a Team Owner, become a Team Member and use the Team Functionality to collaborate with other Team Members; and (ix) use such other services as BigLegal may make available from time to time as part of the free service, all as more particularly described in the Documentation.

My Documents Area: the area of the BigLegal Repository into which an Authorised User can upload and store Customer Legal Documents which can only be accessed and used by the Authorised User.

Paid Period: the period for which the Customer has made payment of the Subscription Fee to BigLegal monthly in advance for the Paid Subscription Service as agreed in the Paid Subscription Form.

Paid Subscription Form: the area of the BigLegal Repository where the Authorised User on behalf of the Customer agrees to purchase a Paid Subscription Service at a Paid Subscription Level and provides a means of payment.

Paid Subscription Level: the subscription level that sets the total number of Customer Legal Documents which the Authorised User may store in the Authorised User's My Documents Area and the Authorised User and other Team Members may store in the Team Area(s) of which the Authorised User is the Team Owner taken together.

Paid Subscription Service: the Free Service plus the ability for the Authorised User to: (i) store additional Customer Legal Documents in the Authorised User's My Documents Area and any Team Areas created as Team Owner up to the maximum number of Customer Legal Documents specified by the Paid Subscription Level; (ii) be a Team Owner; (iii) create Teams; (iv) set Team Permissions; and (v) use such other services as BigLegal may make available from time to time as part of the paid subscription service, all as more particularly described in the Documentation.

Parties: BigLegal and the Customer and each shall be a "Party".

Personal Data: means any information relating to an identified or identifiable natural person (‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Services: the services which BigLegal provides to the Customer under the Contract which shall be either the Free Service or the Paid Subscription Service.

Sharing Functionality: the functionality within the BigLegal Repository which allows the Authorised User to share the Customer Legal Documents and AI Results with Authorised Recipients.

Software: the software, code, algorithms and data incorporated into the BigLegal Repository.

Subscription Fee: the monthly fee payable by the Customer to BigLegal associated with the Paid Subscription Level as agreed to on the Paid Subscription Form.

Subscription Form: the subscription form submitted to BigLegal by the Authorised User to subscribe to the Services.

Team: a group of individuals who have subscribed to the Free Service or the Paid Subscription Service, designated by a Team Owner as a Team.

Team Area: the section of the BigLegal Repository where Team Members of a Team share access to a set of Customer Legal Documents and AI Results.

Team Area Document Limit: the maximum number of documents that can be stored in any Team Area as set by the Team Owner.

Team Functionality: the functionality within the BigLegal Repository which allows, subject to Team Permissions: (i) Team Members to upload Customer Legal Documents to a Team Area; (ii) Team Members to store Customer Legal Documents in the Team Area up to the maximum number of Customer Legal Documents specified by the Team Area Document Limit; (iii) Team Members to analyse and extract key terms and clauses from the Customer Legal Documents using the BigLegal AI; (iv) Team Members to view Customer Legal Documents and AI Results in the Team Area; (v) Team Members to share the Customer Legal Documents and the AI Results in the Team Area via the Sharing Functionality of the Services; (vi) Team Members to delete Customer Legal Documents and AI Results from the Team Area and (vii) to set Team Permissions for Team Members in respect of a specific Team Area.

Team Members: those individuals who have subscribed to the Free Service or the Paid Subscription Service and who are designated as members of a Team by a Team Owner.

Team Owner: an individual who has subscribed to the Paid Subscription Service who creates a Team and designates Team Members and Team Permissions and who themselves shall also be deemed a Team Member.

Team Permissions: the rules which designate the ability of any Team Member to use the Team Functionality in respect of a specific Team Area.

Term: the term of the Contract.

Terms: these terms and conditions as amended from time to time in accordance with clause 21.

Third Party AI Results: the information and data generated by the BigLegal AI analysing a Third Party Customer Legal Document and extracting key terms and clauses from that Third Party Customer Legal Document.

Third Party Customer: those third parties who have subscribed to the Free Service or the Paid Subscription Service and who grant the Authorised User access to their Third Party Customer Legal Document or Third Party AI Results via the Sharing Functionality or Document Forwarding or Team Functionality.

Third Party Customer Legal Document: the Third Party Customer's commercial legal documents which are uploaded to, and stored in, the BigLegal Repository.

User Subscription: the user subscription granted to the Customer by BigLegal under clause 5.1 which entitles the Authorised User to access and use the Services and the Documentation in accordance with these Terms.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

4.2References to clauses are to the clauses of these Terms.

5Grant of Rights and Terms of Use

5.1Subject to the Customer complying with these Terms, BigLegal hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised User to use the Services and the Documentation during the Term solely for the Customer's internal business operations.

5.2The Customer undertakes that:

5.2.1it will not allow any person except the Authorised User to access and use the Services or the Documentation (unless that other person is separately subscribed to the Free Service or the Paid Subscription Service and has agreed to the latest version of these Terms);

5.2.2it will ensure that the Authorised User's User Subscription is not used by any person except the Authorised User; and

5.2.3it will ensure that the Authorised User shall keep a secure password for his use of the Services and Documentation and that the Authorised User shall keep his password confidential;

5.3The Customer shall ensure that the Authorised User shall not access, store, distribute or transmit any Viruses, or any material during the course of his use of the Services that:

5.3.1is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

5.3.2facilitates illegal activity;

5.3.3promotes unlawful violence;

5.3.4is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or any other protected characteristic; or

5.3.5is otherwise illegal or causes damage or injury to any person or property.

5.4The Customer may be liable, under the U.S. federal Computer Fraud and Abuse Act and other applicable legislation, to BigLegal and other Customers for any damages caused by the spread of a Viruses.

5.5The Customer shall ensure that the Authorised User shall not:

5.5.1except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

(a)attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(b)attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

5.5.2access all or any part of the Services or Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

5.5.3except as expressly permitted by the Contract, use the Services and/or Documentation to provide services to third parties; or

5.5.4except as expressly permitted by the Contract, attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 5.

5.6Except as expressly permitted by the Contract and subject to clause 25.1, the Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised User.

5.7The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify BigLegal.

5.8Any Customer’s misuse of Customer Legal Documents or Customer information will be deemed unauthorized access and could therefore violate the U.S. federal Computer Fraud and Abuse Act and the common law tort of trespass to chattels.

6The Services

6.1BigLegal shall, during the Term, provide the Services and make available the Documentation to the Authorised User on and subject to these Terms.

6.2The Customer acknowledges and agrees that the Services and the Documentation are provided on an "as is" basis. Therefore:

6.2.1BigLegal does not give any warranties in relation to the Services or the Documentation, including the warranties as to accuracy, quality and fitness for purpose;

6.2.2BigLegal does not give any warranties:

(a)around the availability of the Services or down-time;

(b)that the Customer's use of the Services will be uninterrupted or error-free; or

(c)that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirement.

6.3The Contract shall not prevent BigLegal from entering into similar contracts with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.

7Customer's Obligations

7.1The Customer shall:

7.1.1provide BigLegal with all necessary co-operation in relation to these Terms;

7.1.2comply with all applicable laws and regulations with respect to its activities under these Terms;

7.1.3ensure that the Authorised User uses the Services and the Documentation in accordance with these Terms and shall be responsible for the Authorised User's breach of these Terms; and

7.1.4ensure that its network and systems comply with the relevant specifications provided by BigLegal from time to time.

8Customer Legal Documents

8.1As between the Customer and BigLegal, the Customer shall own all right, title and interest in and to the Customer Legal Documents.

8.2The Customer grants BigLegal the non-exclusive, royalty-free, perpetual, irrevocable, worldwide, transferrable and sub-licensable right to use the Customer Legal Documents:

8.2.1to deliver the Services; and

8.2.2to further develop the BigLegal AI.

8.3The Customer warrants and represents to BigLegal on an ongoing basis that it has the power to grant BigLegal the rights set out in clause 8.2 and that BigLegal's use of the Customer Legal Documents for the purposes set out in clause 8.2 will not infringe the rights of the Customer or any third party.

8.4In respect of each Customer Legal Document, the Customer also warrants and represents to BigLegal on an ongoing basis that:

8.4.1uploading it into the BigLegal Repository including the Authorised User's My Documents Area and any Team Area;

8.4.2storing it in the BigLegal Repository including the Authorised User's My Documents Area and any Team Area;

8.4.3analysing it and extracting key terms and clauses from it using the BigLegal AI;

8.4.4sharing it and/or the AI Results generated from it with the Authorised Recipients using the Sharing Functionality;

8.4.5sharing it and/or the AI Results generated from it with the Document Forwarding Recipients via Document Forwarding;

8.4.6sharing it and/or the AI Results generated from it with Team Members via the Team Functionality; and

8.4.7using or sharing it and/or the AI Results generated from it for any other purpose or in any other circumstances

will not, in any of those cases, infringe the rights of any third party in that Customer Legal Document or breach any duty of confidentiality owed to any third party in respect of that Customer Legal Document.

8.5The Customer shall indemnify BigLegal for any claims, costs, damages or expenses (including legal expenses) incurred by BigLegal as a result of the Customer's breach of the warranties set out in clauses 8.3 or 8.4.

8.6The Customer is solely responsible for retaining back-up copies of its Customer Legal Documents. Therefore, subject to clause 18.1, BigLegal shall have no liability to the Customer whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss, destruction, alteration or damage to the Customer Legal Documents.

9Sharing Functionality

9.1The Sharing Functionality shall be part of the Services.

9.2The Authorised User may use the Sharing Functionality to share any Customer Legal Document and AI Results with Authorised Recipients who have subscribed to the Free Service or the Paid Subscription Service.

9.3If the Authorised User uses the Sharing Functionality to share any Customer Legal Document or AI Results with Authorised Recipients, the Customer acknowledges and agrees that:

9.3.1there is a risk the Authorised Recipients may misuse the Customer Legal Document and AI Results;

9.3.2BigLegal has no control over, and shall not be responsible for, the Authorised Recipients or their conduct; and

9.3.3subject to clause 18.1, BigLegal shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise for the acts or omissions of the Authorised Recipients.

10Document Forwarding

10.1The Authorised User may, as part of the Sharing Functionality, set any share of a Customer Legal Document and AI Results to allow Document Forwarding.

10.2If the Authorised User sets any share of a Customer Legal Document and AI Results to allow Document Forwarding, any Authorised Recipient who receives the Customer Legal Document or the AI Results for that Customer Legal Document via the Sharing Functionality will be able to share the Customer Legal Document and AI Results with Document Forwarding Recipients.

10.3If the Authorised User sets any share of a Customer Legal Document or AI Results to allow Document Forwarding, the Customer acknowledges and agrees that:

10.3.1there is a risk the Document Forwarding Recipients may misuse the Customer Legal Document and AI Results;

10.3.2BigLegal has no control over, and shall not be responsible for, the Document Forwarding Recipients or their conduct; and

10.3.3subject to clause 18.1, BigLegal shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise for the acts or omissions of the Document Forwarding Recipients.

11Teams

11.1The Authorised User may, as part of the Team Functionality:

11.1.1if the Customer has subscribed to the Paid Subscription Service for the Authorised User, create Team(s) and become the Team Owner; or

11.1.2become a member of a Team if designated so by a third party Team Owner.

11.2If the Authorised User uploads any Customer Legal Document to any Team Area, any Team Member who has access to the Team Area may access the Customer Legal Document or the AI Results, and, with appropriate Team Permissions, will be able to share the Customer Legal Document and AI Results according to the Sharing Functionality.

11.3If the Authorised User uploads any Customer Legal Document to any Team Area, the Customer acknowledges and agrees that:

11.3.1there is a risk the Team Members may misuse the Customer Legal Document and AI Results;

11.3.2BigLegal has no control over, and shall not be responsible for, the Team Members or their conduct; and

11.3.3subject to clause 18.1, BigLegal shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise for the acts or omissions of Team Members.

11.4Without prejudice to BigLegal's rights under clause 19.4, if the Customer fails to make any payment of the Subscription Fee to BigLegal on time, BigLegal may, in its sole discretion, at the end of the Paid Period, terminate the Paid Subscription Service with immediate effect by giving the Customer written notice so it reverts to the Free Service. Once the Paid Subscription Service has been terminated:

11.4.1the Authorised User’s status as a Team Owner and their ability to create Teams and set Team Permissions will end; and

11.4.2BigLegal shall remove any Team Areas created by the Authorised User as Team Owner.

11.5Under no circumstances, after the Paid Period, shall BigLegal be responsible or liable to the Customer for keeping any copies or back-ups of any Customer Legal Documents or AI Results or any other documents, information or data which were stored in any Team Area created by the Authorised User as Team Owner and the Customer acknowledges and agrees that these may be deleted by BigLegal immediately.

12Third Party Legal Documents and AI Results

12.1If any Third Party Customer grants the Authorised User access to its Third Party Customer Legal Documents or Third Party AI Results via the Sharing Functionality or Document Forwarding or the Team Functionality:

12.1.1the Customer shall ensure that the Authorised User does not use the Third Party Customer Legal Document or Third Party AI Results for any purpose except for the purposes authorised by the Third Party Customer via the BigLegal Repository; and

12.1.2the Customer shall ensure that the Authorised User does not disclose the Third Party Customer Legal Document or Third Party AI Results to any other person unless the disclosure is authorised by the Third Party Customer via the BigLegal Repository.

12.2The Customer acknowledges and agrees that BigLegal does not give any warranties regarding the Third Party Customer Legal Documents or the Third Party AI Results and that, subject to clause 18.1, BigLegal shall not be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty or otherwise for the Third Party Customer Legal Documents or the Third Party AI Results or for the Customer's use of, or the decisions taken by the Customer based on, the Third Party Customer Legal Documents and/or the Third Party AI Results.

12.3The Customer acknowledges and agrees that the Third Party Customer shall have direct rights against the Customer in the event that the Customer breaches clause 12.1.

13BigLegal AI

13.1The BigLegal AI shall be available to the Authorised User as part of the Services.

13.2The Authorised User may use the BigLegal AI to analyse and extract key terms and clauses from the Customer Legal Documents and Third Party Customer Legal Documents.

13.3Subject to clause 18.1, the Customer acknowledges and agrees that:

13.3.1the Customer assumes sole responsibility for all risks associated with the Authorised User using the BigLegal AI to analyse and extract key terms and clauses from the Customer Legal Documents and Third Party Customer Legal Documents and for all results obtained from using the BigLegal AI to analyse and extract key terms and clauses from the Customer Legal Documents and Third Party Customer Legal Documents, and the Customer accepts that those results may be inaccurate or incomplete;

13.3.2the Customer accepts that the AI Results may be limited and it is the sole responsibility of the Customer to determine if the AI Results are relevant to their circumstances; and

13.3.3subject to clause 18.1, BigLegal shall have no liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for the Authorised User's use of, or the results obtained from, the BigLegal AI.

14Confidentiality

14.1The Customer acknowledges that the Customer Legal Documents and AI Results are uploaded to the BigLegal Repository including the Authorised User's My Documents Area and any Team Area(s), stored in the BigLegal Repository including the Authorised User's My Documents Area and any Team Area(s) and shared via the Sharing Functionality and Document Forwarding and Team Functionality at the Customer's risk. Whilst BigLegal will use reasonable endeavours to ensure that the Customer Legal Documents and AI Results are kept secure and are not accessed by any unauthorised third party via unauthorised access to the BigLegal Repository, BigLegal shall, subject to clause 18.1, have no liability to the Customer whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any unauthorised disclosure of, access to, or use or misuse of, the Customer Legal Documents or AI Results.

14.2BigLegal may disclose the Customer Legal Documents and AI Results where the disclosure is required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.

15Proprietary Rights

15.1The Customer acknowledges and agrees that BigLegal and/or its licensors own all intellectual property rights in the Services, the BigLegal Repository, the BigLegal AI, the AI Results and the Documentation. Except as expressly stated herein, these Terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the BigLegal Repository, the BigLegal AI, the AI Results or the Documentation.

16Data Protection

16.1By subscribing to the Services, the Authorised User agrees to the terms of the BigLegal Privacy Notice, a copy of which is available here http://www.biglegal.com/privacy

16.2Each Party shall comply with Data Protection Law at all times and shall not do anything, or omit to do anything, to put the other Party in breach of Data Protection Law.

16.3The Parties acknowledge and agree that:

16.3.1the Customer is the Data Controller in respect of any Personal Data processed under, or in connection with, the Contract; and

16.3.2BigLegal shall either be a Data Controller (when processing Personal Data to develop the BigLegal AI) or a Data Processor of the Customer (when processing Personal Data to deliver the Services) in respect of any Personal Data processed under, or in connection with, the Contract and:

(a)where BigLegal is a Data Controller, then it shall comply with all of the obligations set out in this clause 16 except clause 16.4; and

(b)where BigLegal is a Data Processor, then it shall comply with all of the obligations set out in this clause 16 except clause 16.5.

16.4Where BigLegal is acting as Data Processor to the Customer, then the provisions set out in this clause 16.4 shall apply:

16.4.1The Appendix to these Terms sets out the subject-matter and duration of the processing by BigLegal, the nature and purpose of the processing, the types of Personal Data and categories of Data Subject and the obligations and rights of the Customer.

16.4.2BigLegal shall process the Personal Data only to perform its obligations under the Contract and in accordance with the Customer's documented instructions, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by applicable law to which BigLegal is subject; in such a case, BigLegal shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

16.4.3BigLegal shall take appropriate security measures to conform to Data Protection Laws and protect the rights of Data Subjects, including appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data.

16.4.4BigLegal must ensure that persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

16.4.5BigLegal shall implement appropriate technical and organisational measures to ensure a level of security of the processing of personal data appropriate to the risk.

16.4.6The Customer acknowledges that BigLegal uses Amazon Web Services, ABBYY OCR and Filestack to provide the Services. BigLegal must not engage any other Data Processor (Sub-Processor) without the prior specific written authorisation of the Customer.

16.4.7Where the Customer gives its specific written authorisation to BigLegal engaging a Sub-Processor for carrying out specific processing activities on behalf of the Customer, BigLegal shall ensure that:

(a)the Sub-Processor's contract is on terms which fully reflect and do not contradict or override those set out in this clause 16;

(b)the Sub-Processor's rights and obligations in relation to the processing of the Personal Data terminate automatically on termination of this agreement for any reason;

(c) BigLegal informs the Customer in writing of any intended changes concerning the addition or replacement of Sub-Processors, thereby giving the Customer the opportunity to object to such changes; and

(d)BigLegal shall be fully responsible for the acts and omissions of its Sub-Processors as if they were BigLegal's own.

16.4.8BigLegal shall, taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising the Data Subject's rights laid down in the GDPR (including requests to provide details of the Personal Data or to amend, transfer or delete Personal Data).

16.4.9The Customer shall take overall responsibility for any Personal Data breach obligations under Data Protection Law. BigLegal shall conform to the reasonable requirements of the Customer in respect of Personal Data breach notification requirements under Data Protection Law.

16.4.10BigLegal must assist the Customer in ensuring compliance with the obligations in the GDPR in relation to personal data breaches and data protection impact assessment taking into account the nature of processing and the information available to BigLegal.

16.4.11BigLegal must, at the choice of the Customer, delete all the Personal Data to the Customer after the end of the Contract, and delete existing copies unless applicable law requires storage of the Personal Data.

16.4.12BigLegal must make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this clause 16 and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.

16.4.13BigLegal shall immediately inform the Customer if, in its opinion, an instruction from the Customer infringes Data Protection Law.

16.4.14BigLegal shall not transfer any Personal Data outside the European Economic Area without the prior documented instructions of the Customer.

16.4.15The Customer shall reimburse BigLegal for all costs and expenses incurred by BigLegal in complying with any of its obligations under clauses 16.4.8, 16.4.9, 16.4.10 or 16.4.11.

16.5Except where BigLegal is acting as a Data Processor of the Customer (and in which case the provisions of clause 16.4.11 shall apply), each Party shall be responsible for determining for how long to retain Personal Data for in accordance with that Party's own statutory obligations.

16.6The Customer warrants and represents to BigLegal on an ongoing basis that it has given the Data Subjects all information required by Data Protection Law to make the processing of the Personal Data as envisaged by the Contract (by the Customer as Data Controller and by BigLegal as Data Controller or Data Processor) fair and lawful under Data Protection Law.

17Charges

17.1BigLegal provides the Free Service to the Customer free of charge during the Term.

17.2If the Customer and BigLegal agree to a Paid Subscription Service by way of the Authorised User completing the Paid Subscription Form on behalf of the Customer, the Customer shall pay BigLegal the Subscription Fees on a monthly basis in advance.

17.3At the time the Customer pays BigLegal the Subscription Fees, the Customer shall also pay BigLegal an additional amount equal to any Value Added Tax applicable to the Services or the Subscription Fees (together with all other similar taxes or levies applicable to the Services or the Subscription Fees).

17.4BigLegal reserves the right to increase the Subscription Fees with at least 30 days' written notice of the increase.

17.5All amounts payable under the Contract shall be paid by the Customer in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding required by applicable law).

18Limitation of Liability

18.1Nothing in the Contract limits or excludes BigLegal's liability for:

18.1.1death or personal injury caused by BigLegal's negligence;

18.1.2fraud or fraudulent misrepresentation; or

18.1.3any other liability which cannot be limited or excluded by applicable law.

18.2Subject to clause 18.1, BigLegal shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract for:

18.2.1loss of profits;

18.2.2loss of sales or business;

18.2.3loss of agreements or contracts;

18.2.4loss of anticipated savings;

18.2.5loss of or damage to goodwill;

18.2.6loss of use or corruption of software or information; or

18.2.7any indirect or consequential loss.

18.3Subject to clauses 18.1 and 18.2 and subject to the other exclusions and limitations of liability in the Contract, BigLegal's total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Contract shall be limited to the amount of the Subscription Fees paid by the Customer to BigLegal under the Contract in the 12 months preceding the date on which the claim first arose (which, for the avoidance of doubt, means that Big Legal's liability to the Customer shall be completely excluded if the Customer has subscribed for the Free Service only).

18.4All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.

19Term and Termination

19.1The Contract shall commence on the Effective Date and shall continue until it is terminated by either party in accordance with these Terms.

19.2Either party may terminate the Contract at any time by giving the other party at least 30 days' written notice.

19.3Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

19.3.1where BigLegal is the terminating party, the Customer commits a material breach of the Contract or of any other contract in force between BigLegal and the Customer (although this is subject to clause 19.4 which shall apply to non-payment of the Subscription Fee by the Customer);

19.3.2where the Customer is the terminating party, BigLegal commits a material breach of the Contract or of any other contract in force between BigLegal and the Customer which BigLegal fails to remedy within 30 days of receiving written notice from the Customer requiring it to do so;

19.3.3the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

19.3.4the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

19.3.5the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

19.4BigLegal may terminate the Contract at any time with effect from the end of the Paid Period by giving written notice to the Customer if the Customer fails to pay the Subscription Fee to BigLegal on time or if the Customer fails to pay any other fees due to BigLegal on time which are payable to Big Legal under any other contract in force between BigLegal and the Customer.

19.5On termination of the Contract for any reason:

19.5.1all outstanding Subscription Fees shall become immediately payable and the Customer shall pay BigLegal all Subscription Fees up to the date of termination;

19.5.2the Customer's and Authorised User's rights to access and use the Services shall end immediately;

19.5.3BigLegal shall not be responsible for keeping copies or back-ups of the Customer Legal Documents or AI Results or any other documents, information or data which were stored in the Authorised User's My Documents Area or any Team Area created by the Authorised User as Team Owner and the Customer acknowledges and agrees that these may be deleted by BigLegal immediately;

19.5.4BigLegal shall be entitled to retain and use the Customer Legal Documents and AI Results in perpetuity to further develop the BigLegal AI and BigLegal shall take appropriate steps to ensure the Customer Legal Documents and AI Results are kept confidential;

19.5.5any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced;

19.5.6the following clauses shall continue in full force and effect: 8.2, 8.3, 8.4, 8.5, 8.6, 9.3, 10.3, 11.3, 11.5, 12, 13.3, 14, 15, 16, 18, 19.5 and 20 - 30 (inclusive).

20Force Majeure

20.1BigLegal shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the BigLegal or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

21Variation

21.1Subject to clause 21.2, no variation of the Contract shall be effective unless it is in writing and signed by the parties.

21.2BigLegal reserves the right to update these Terms from time to time by giving the Customer at least 30 days' written notice (and the requirement to give written notice shall be satisfied by BigLegal publishing the amended or updated Terms on the BigLegal Repository) and those updated Terms shall automatically bind the Customer.

22Waiver

22.1No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

23Severance

23.1If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

23.2If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

23.3Any such variations as a result of clause 23.1 or 23.2 shall have the effect to preserve the enforceability of governing law under 29.1 and jurisdiction under 30.1.

24Entire agreement

24.1The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

25Assignment

25.1The Customer shall not, without the prior written consent of BigLegal, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

25.2BigLegal may at any time assign, transfer or sub-contract all or any of its rights or obligations under the Contract. If BigLegal exercises its rights under this clause 25.2, BigLegal shall ensure that the entity to which its rights or obligations are assigned, transferred or sub-contracted are required to comply with the terms of this Contract.

26No partnership or agency

26.1Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

27Third party rights

27.1Except for clause 12.3, which may be enforced by the Third Party Customers directly against the Customer under the Contracts (Rights of Third Parties) Act 1999, the Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns).

27.2The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

28Notices

28.1Notices to the Customer shall be sent to the Customer's email address provided on the Subscription Form (or such other email address as the Customer may notify to BigLegal from time to time). Notices to BigLegal shall be sent to BigLegal's email address set out at clause 1.2. Notices shall be deemed delivered when sent (provided that a failed transmission notice is not received by the sender).

28.2In the event a failed transmission notice is received, the sending party shall send the notice to the other Party's registered office address or main trading address by recognised commercial courier and the notice shall be deemed served on receipt.

29Governing law

29.1The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.

30Jurisdiction

30.1Subject to clause 30.2, each party agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

30.2BigLegal shall have the right to commence and pursue arbitration proceedings against the Customer under the London Court of International Arbitration Rules to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims). The LCIA Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The arbitration shall be held, and the award rendered, in the English language.




Appendix

Data Processing Appendix

1. Subject matter and duration of the processing

The processing relates to the delivery of an online document management system and integrated Artificial Intelligence ("AI") solution for commercial legal documents with document sharing and team functionality.

The processing will last for the duration of the Contract and for a short time after the expiry or termination of the Contract to allow Personal Data to be deleted in accordance with the Customer's instructions.

2. Nature and purpose of the processing

The nature of the processing will involve the Customer uploading its commercial legal documents to the system, managing and analysing those documents via the system, and using the sharing functionality to share those documents via the system.

BigLegal will also use the uploaded commercial legal documents to further develop the AI built into the system.

The purpose of the processing is to deliver the system and associated services to the Customer and to further develop the AI within the system.

3. Types of personal data and categories of data subjects

Types of personal data will include name, job title, home address, place of work and salary. There may also be other types of personal data depending on the nature of the documents uploaded to the system.

It is anticipated that employment contracts and consultancy contracts will be regularly uploaded to the system so the types of personal data will include personal data typically found in employment contracts and consultancy contracts.

It is anticipated that the categories of data subjects will be the Customer's employees and consultants and other Data Subjects identified in the documents uploaded to the system.

4. The obligations and rights of the data controller

The Customer's rights and obligations are set out in the main body of the Terms.