Terms & Conditions of Use for DirectLaw

General

The Services are provided by Epoq Legal Ltd (registered in England under number 3707955) whose registered office is at Middlesex House, 29-45 High Street, Edgware, Middlesex HA8 7UU ("ELL").

Set out here are the Terms & Conditions for your use of the Services. You can print and keep a copy for your reference.

Background

1. ELL provides an online and offline range of legal document templates for delivery by the Media in conjunction with the use of the Software and provides Hosting and Support Services in respect of such activities.
2. The Practice wishes to procure the Service and ELL has agreed to provide the Service in accordance with these Terms & Conditions.
3. The Practice agrees to pay ELL the Monthly Fee in accordance with clause 8.4 and 8.5 and the Additional Charges as may become payable as and when they are incurred in accordance with clause 8.3.

1. 1 Interpretation and definitions

   1. 1.1 In these Terms & Conditions, the following expressions shall, save where the context otherwise requires, have the following meanings:

      Acceptance Date

      means the date calculated by reference to clauses 3.5 and 3.6 hereof;

      Access Period

      means the period of time during which a Client is entitled to access the Client Services pursuant to a Pay as You Go Service or an Extranet Service;

      Additional Charges

      means the charges described in Schedule 1 and any other Additional Charges referred to in clause 18.11 or as varied in accordance with clause 18.10;

      Advice Component

      means the provision by the Practice of legal advice in conjunction with the provision of an ELL Precedent;

      Affiliate

      means in the case of each Party, (i) where a company, any company which at the relevant time is a subsidiary or the holding company of that Party, or a subsidiary (whether direct or indirect) of that Party’s holding company (and for the purposes of this definition "subsidiary" and "holding company" shall have the same meaning as in Section 1159 of the Companies Act 2006 (as amended)), and (ii) where a partnership or limited liability partnership, any person or entity trading legitimately under the name of the partnership;

      Agreement

      means these Terms & Conditions and any schedules hereto and the Cover Sheet and the words "Agreement" and "Terms & Conditions" are for this purpose inter-changeable;

      Anticipated Go-live Date

      means 20 Working Days after the signing of the Cover Sheet;

      Availability

      means the period in which the Sites are available to be accessed by the general public, including Clients and the Practice as the context shall require;

      Case

      means any matter for a Client using the Service and the Client Services with or without a Limited Engagement and whether as a Pay As You Service or an Extranet Service;

      Client(s)

      means the individual or organisation who accesses and uses the Client Services in respect of a Case;

      Client Data

      information relating to any Client or Case and information derived from such Client Data;

      Client Services

      means the services referred to in Part 2 of Schedule 2;

      Confidential information

      means Information disclosed by or on behalf of one Party to the other or obtained under or in connection with the Service on, before or after the Commencement Date in confidence (whether in writing, verbally or by other means and whether directly or indirectly) or which is of a confidential nature relating to the business or prospective business, current or projected plans or internal affairs of either of the Parties, information relating to a Party’s technology, technical processes, know-how, business affairs, finances, customer, client and supplier lists, and any such similar information relating to an Affiliate, and any other commercial, financial or technical information relating to the business or prospective business of either of the Parties;

      Content Libraries

      means such of the ELL Precedents and the ELL Content as may be varied from time to time by ELL and available to Clients on the Practice Site and to the Practice on the Rapidocs LawDraft Site;

      Cover Sheet

      means the sign-up sheet signed by or on behalf of the Practice (as varied by written confirmations from ELL from time to time in accordance with this Agreement) setting out the details of the Practice and  any other relevant information;

      Content Library Charges

      means the charges described in Schedule 1;

      DAWS

      means the DirectLaw administration and workflow system: a web based system provided by ELL used to manage the workflow of assembling and reviewing ELL Precedents dealing with Client registrations and payment facilities available from the DirectLaw Site;

      DPA

      has the meaning ascribed to it clause 11.2;

      Data Subject

      has the meaning ascribed to in the DPA;

      DirectLaw Site

      means www.directlaw.co.uk, or by such link as ELL may make available from the Practice Site;

      ELL Content

      means (when available and if offered by ELL) law guide content available from and as published by ELL or any third party provider to ELL for use by Clients on the Practice Site and/or the Practice on the Rapidocs LawDraft Site from time to time;

      ELL IPR

      means all copyright, database rights, domain names, rights in trade marks (whether registrable, registered or otherwise), patents and rights to apply therefor, know how and all other related Intellectual Property Rights whatsoever in existence and in any country in relation to the Software, ELL Content, ELL Precedents, Marks, Software Marks and the general content and appearance of the Sites including the Client journey on the Practice Site and any graphics used on the Sites, but excluding any Practice IPR;

      ELL Precedent(s)

      means the interactive legal document preparation services assembled using RA Web available from and as published by ELL from time to time;

      ELL Report

      means the report referred to in Schedule 1, Part 2;

      Extranet Service

      means the right for a Client to access and use the Client Services from the Practice Site (such access and use including if offered by the Practice a Limited Engagement) otherwise than on a Pay As You Go basis;

      Force Majeure

      means any event or circumstance beyond the reasonable control of a Party by the exercise of all reasonable diligence which prevents or impedes due performance of the obligations of such Party being acts of God, decrees or restraints of government, strikes (other than strikes by the employees of that party), war, sabotage and terrorism, provided that the following shall not be events of Force Majeure: (a) the mere shortage of labour materials equipment or supplies shall not constitute an event of force majeure unless caused by events or circumstances which are themselves an event of force majeure (b) any fault or delay by that Party’s sub-contractors and (c) fault or delay caused by faults or failures in technology, including the Network and the Servers;

      Go-live Date

      means either the Working Day immediately following the Acceptance Date or the Working Day after the Practice Site actually goes live (whichever is the earlier);

      Handling Fees

      means the fees described in Schedule 1

      Hosting Services and Support Services

      means those hosting and support services set out in Schedule 2;

      Information

      information whether in tangible or any other form, including specifications, reports, data, notes, documentation, drawings, software, computer outputs, designs, circuit diagrams, models, patterns, samples, inventions, (whether capable of being patented or not) and know-how, and the media (if any) upon which such information is supplied;

      Initial Period

      means the period of 12 months commencing from the Go-live Date;

      Intellectual Property Rights

      any current and future intellectual property rights, including:

      1. copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights; and
      2. all intangible rights and privileges of a nature similar, analogous or allied to any of the above;

      in every case in any part of the world and whether or not registered, including in relation to the above:

      1. all granted registrations and all applications for registration;
      2. all renewals, reversions or extensions;
      3. the right to sue for damages for past infringement; and
      4. all forms of protection of a similar nature which may subsist anywhere in the world;

      Jurisdiction(s)

      means such of England & Wales, Scotland and Northern Ireland forming the United Kingdom of Great Britain and Northern Ireland;

      LDP

      means in England & Wales a legal practice recognised by the SRA Recognised Bodies Regulations 2009 as a legal disciplinary practice as provided for in the Legal Services Act 2007 or any statutory re-enactment or modification thereof and any similar such arrangement in Scotland and Northern Ireland;

      Limited Engagement

      means the provision by the Practice to a Client of an ELL Precedent, together with an Advice Component;

      LLP

      means a limited liability partnership incorporated under the Limited Liability Partnerships Act 2000 or any statutory re-enactment or modification thereof;

      Marks

      means the word marks 'DESKTOP LAWYER', ‘LAWASSURE’ ‘DIRECT LAW’ RAPIDOCS, RAPIDOCS LAWDRAFT and 'MYLAWYER' (whether registered or not);

      Media

      means the method of delivery of Client Services over the Internet;

      Month

      means any full calendar month for the duration of this Agreement or, upon commencement or termination of this Agreement, part of the relevant calendar month;

      Monthly Fee

      means the sum per calendar month being the total of the Hosting fee and the User Licence cost set out in the Cover Sheet as varied from time to time in accordance with this Agreement;

      Network

      has the meaning ascribed to it in Schedule 2;

      New Release(s)

      means any updates, upgrades or new versions of any of the Software from time to time issued by ELL during the term of this Agreement;

      Notice of Intellectual Property Rights

      means the notice published by ELL on the Practice Site of the Intellectual Property Rights, including the ELL IPR, to which a Client’s use of the Practice Site shall be subject;

      Online Payment Requests

      means the facility whereby the Practice may request and collect from a Client payment online for professional services rendered by the Practice to that Client, other than with respect to professional services provided pursuant to a Limited Engagement that the Client pays for on the Practice Site at the time that the Limited Engagement is entered into;

      Online Solicitors Directory

      means the directory website provided by ELL and hosted at www.onlinesolicitorsdirectory.co.uk;

      Party (and Parties)

      means and refers to the Practice and ELL individually and any one or more of them taken together;

      Pay as You Go Service

      means the right for a Client to access and use the Client Services from the Practice Site (such access and use to include if required a Limited Engagement) on a "pay per use" basis;

      Practice

      means the Individual, partnership, LLP, LDP, Limited Company or such other form of corporate or other entity permissible under the Legal Services Act 2007 or any statutory re-enactment or modification thereof having or required to have and/or adhere to any rules or regulations promulgated by a professional Body or the individual, partnership, LDP or Limited Company whose details are set out in the Cover Sheet;

      Practice Data

      any information which is made available by or on behalf of the Practice to ELL (including Client Data);

      Practice IPR

      means all Intellectual Property Rights owned by, or licensed to, the Practice from time to time;

      Practice Site

      means the Practice’s customer facing DirectLaw Site at which ELL will host and electronically manage the Service. The Practice Site will be available either at www.directlaw.co.uk/[Practice name] or www.clientspace.org/[Practice name], where such Practice name must be a name chosen by the Practice and not already chosen by another Practice using the Service. The Practice may also point any URL they may own at the Practice Site;

      Practice Site Changes

      means changes to the Practice Site relating to:

      • upload/deletion of ELL Precedents for use by Clients;
      • upload/deletion of ELL Content for use by Clients;
      • pricing alterations;
      • service level alteration;
      • changes to the Practice Site template branding;
      • changes to the Practice Site text;

      to be undertaken manually by ELL or, when and if available, online by the Practice on the DirectLaw Site;

      Professional Body

      means such of as is applicable in England & Wales the Law Society and the Solicitors Regulatory Authority, in Scotland The Law Society of Scotland and in Northern Ireland the Law Society of Northern Ireland, being the governing and regulatory bodies of Solicitors or any such future bodies which may govern and regulate the Practice;

      Rapidocs LawDraft

      means access to the ELL Precedents for use by the Practice for internal drafting from the Rapidocs LawDraft Site;

      Rapidocs LawDraft Site

      means the web site, currently located at https://www.rapidocslawdraft.co.uk at which ELL hosts and electronically manages Rapidocs LawDraft;

      RA Web

      a version of ELL’s Rapidocs document assembly software that runs in a web browser that meets the requirements set out in Schedule 4;

      Relationship Managers

      means a member of staff within the Practice and ELL responsible for managing the relationship between the Parties;

      Server(s)

      means the dedicated server and telecommunications equipment (as enhanced from time to time) belonging to or used by ELL in the provision of the Hosting and Support Services and which provides a link to the world wide web;

      Service(s)

      means the Setup Services, the Client Services the Hosting and Support Services, Rapidocs LawDraft and Online Payment Requests or any one or more of them as the context requires;

      Service Levels

      means the minimum service levels and standards to be achieved by ELL in the provision of the Service as set out in Schedule 3;

      Setup Fee

      means the sum payable by the Practice to ELL for the provision by ELL of the Setup Service;

      Setup Service

      means:

      1. Practice Site template branding;
      2. Insertion of text to the Practice Site;
      3. Upload of ELL Precedents for use by Clients;
      4. Setting the pricing of ELL Precedents;
      5. Upload of ELL Content for use by Clients;
      6. Reasonable on-site training in the use of the Practice Site, the Client Services,

      
      

      Sites

      means collectively the Practice Site, the DirectLaw Site and the Rapidocs LawDraft Site as the context shall require;

      Software

      means RA Web and DAWS and any other software developed generally by ELL or its Affiliates for use with the Service and any New Releases thereof;

      Software Marks

      means the word marks 'EPOCH', ‘EPOQ’, 'RAPIDOCS and DAWS' (whether registered or not);

      Start Date

      means the date which is the date shown on the Cover Sheet;

      Terms & Conditions

      means these terms and conditions as published by ELL from time to time on the DirectLaw Site;

      URL

      means a Uniform Resource Locator;

      Use Charges

      means the charges described in Schedule 1 in respect of the use of ELL Precedents as part of the Services;

      User

      means any person whether a partner, director, employee, consultant, subcontractor or locum of the Practice who has access to the Services;

      VAT

      means value added tax at the rate for the time being in force (as may be varied from time to time by HM Customs & Excise).

      Working Day

      means a day other than a Saturday, Sunday or English public holiday;

      Working Hours

      means the hours between 9.30 am and 5.30 pm on a Working Day.

   2. 1.2 References to clauses, schedules, paragraphs and appendices are to clauses, paragraphs, schedules and appendices of these Terms & Conditions unless otherwise stated.
   3. 1.3 Unless the context otherwise requires, in these Terms & Conditions reference to any statute or statutory provision shall include any statute or statutory provision which amends or replaces, or has amended, extended, consolidated or replaced it, and shall include any order, regulation, instrument or other subordinate legislation made under the relevant statute or statutory provision.
   4. 1.4 References to the singular include references to the plural and vice versa and references to any gender include references to every gender.
   5. 1.5 Headings are for convenience only and shall not affect the construction or interpretation of these Terms & Conditions.
   6. 1.6 References to the word "include" or "including" (or any similar term) are not to be construed as implying any limitation and general words introduced by the word "other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.

2. 2 Provision of the Service

   1. 2.1 The Practice and ELL warrant to each other that they each have full power and authority to enter into and perform these Terms & Conditions.
   2. 2.2 The Practice understands that ELL prices access to the Services based on the number of Users in the Practice who will have access to the Services. The Practice warrants and undertakes to ELL that the Practice will only permit as a maximum the number of Users specified in the Cover Sheet to have access to the selected Content Libraries or the Services.
   3. 2.3 Dureing the Initial Period, the Practice:
   4. 2.3.1 May require the number of Users that have access to the Services to be increased
   5. 2.3.2 May not, save as indicated in Clause 2.3.4 below, require the number of Users that have access to the Services or the number of Content Libraries that it has selected to be reduced
   6. 2.3.3 May on giving one Month’s notice in writing alter its selection of Content Libraries PROVIDED THAT the value to ELL of the new selection shall not be less than the value to ELL of the previous selection
   7. 2.3.4 May, if it has previously increased the number of Users that have access to the Services in accordance with Clause 2.3.1, revert to the number of Users that had access to the Services immediately before such increase was made on giving one Month’s notice in writing
   8. 2.4 After the expiry of the Initial Period, the Practice may vary the number of Users that have access to the Services and/or its selection of Content Libraries on giving one Month’s notice in writing.
   9. 2.5 ELL will, following any variation made in accordance with Clauses 2.3 or 2.4 above (and if applicable), confirm in writing to the Practice details of any revised Monthly Fee and shall be entitled to charge that revised Monthly Fee with immediate effect from the date of implementation of the variation.
   10. 2.6 If ELL find that the Practice shall have permitted more than the maximum number of Users to have access to the Services and/or the selected Content Libraries the Practice shall be liable to ELL for the revised price for such access payable from the Go-Live Date together with a surcharge of 100% of the revised price.
   11. 2.7 The Practice will pay the sum invoiced by ELL under Clause 2.6 within 10 calendar days of receipt by the Practice of ELL’s invoice together with any interest payable under Clause 8.6 of these Terms & Conditions.

3. 3 ELL’s duties

   1. 3.1 ELL shall prior to the Anticipated Go-live Date:
      1. 3.1.1 provide the Setup Service to enable the Client Services and the Services to be available on and from the Anticipated Go-live Date on the Media;
      2. 3.1.2 Provide the Practice with logon details to the Rapidocs LawDraft Site and make available to the Practice on the Rapidocs LawDraft Site such of the Content Libraries as the Practice shall have selected in the Cover Sheet;
   2. 3.2 ELL shall from the Go-live Date:
      1. 3.2.1 carry out and provide the Hosting and Support Services in accordance with these Terms & Conditions and the specific terms and conditions set out in Schedule 2;
      2. 3.2.2 permit the use by Clients (subject to the Notice of Intellectual Property Rights) from the Practice Site of RA Web during the Access Period;
      3. 3.2.3 permit the use by the Practice of RA Web and DAWS in accordance with these Terms & Conditions;
      4. 3.2.4 enable Clients to access and use the ELL Precedents and the ELL Content during the Access Period from the Practice Site, and the Practice from the Rapidocs LawDraft Site, using the Media.

   General Obligations

   1. 3.3 ELL shall:
      1. 3.3.1 provide and manage the Service in accordance with the Agreement;
      2. 3.3.2 perform the Service exercising reasonable care and skill in a professional and efficient manner;
      3. 3.3.3 ensure the Service is of satisfactory quality;
      4. 3.3.6 provide (i) personal training to such personnel of the Practice selected by the Practice as internal trainers; and (ii) instruction and/or information on the Practice Site regarding the use of ELL Precedents, the ELL Content and/or the Software to the Practice;
      5. 3.3.7 provide the Service including the Hosting and Support Services to Clients and the Practice but for the avoidance of doubt the Hosting and Support Services shall not include the provision of any legal advice or legal information;
      6. 3.3.8 ensure that the Service will operate correctly when used on a personal computer (in good working order and with an internet connection) which complies with at least the minimum specification detailed in Schedule 4;
      7. 3.3.9 use reasonable endeavours to ensure that the Software (as at the date of supply and thereafter) and each part thereof is substantially error free, and does not contain any computer virus.
   2. 3.4 ELL shall not:
      1. 3.4.1 use the Service for illegal purposes;
      2. 3.4.2 include any content (including advertising material for third parties) on the Practice Site without the Practice’s prior written consent;
      3. 3.4.3have any responsibility for the use by the Practice of any ELL Precedents or ELL Content or for verifying any Online Payment Requets made by the Practice;
      4. 3.4.4have any responsibility for any content provided by a third party on the Rapidocs LawDraft Site. Such third party content will be offered to the Practice subject to the relevant third party’s terms and conditions and will only be available to the Practice if it elects to accept that offer and agrees to the third party’s terms and conditions.

   Acceptance

   1. 3.5 The Acceptance Date shall be the Anticipated Go-Live Date. The Practice shall within 10 Working Days from the date shown on the Cover Sheet provide ELL with such information as it shall request in such format as it shall require to enable ELL to manually provide the Setup Service or to enable the Practice to use the on-line Setup Service (if available) as ELL shall direct.
   2. 3.6 The Practice Site shall be deemed to have been Accepted on the Anticipated Go-Live Date unless ELL shall have failed (after having received all of the information referred to in clause 3.5) to have provided the Setup Service. In such event the Acceptance Date shall be the first Working Day following manual completion of the Setup Service or following the availability of the Setup Service on-line to the Practice such functionality having been made available to the Practice for at least 10 Working Days following the signing of the Cover Sheet.
   3. 3.7 The Practice agrees that it shall not be entitled to reject the Practice Site for any minor, insignificant or inconsequential error, defect or failure in the Practice Site which for the avoidance of doubt includes:
      1. 3.5.1 style or appearance issues;
      2. 3.5.2 supplementary functionality not directly involved in the document drafting capability, purchase or review process (such as document selectors, or search functionality);
      3. 3.5.3 functionality of additional features;
      4. 3.5.4 dependency on the performance of the Practice or other third party systems;
      5. 3.5.5 display or functionality issues with any internet browser or version not explicitly listed as supported.

   Disaster Recovery

   1. 3.8 ELL shall ensure that at all times it has in place an appropriate business continuity and disaster recovery plan for its business which will ensure the continued performance and operational resilience of the Services.

   ELL Content and ELL Precedents

   1. 3.9 ELL shall make available to the Practice such of the Content Libraries for upload to the Practice Site as set out in the Cover Sheet or as the parties shall agree from time to time.

4. 4 ELL warranty

   1. 4.1 ELL warrants that it has all right and title to grant the licences (including any licences of ELL IPR) and perform the obligations set out in these Terms & Conditions.
   2. 4.2 ELL will, on demand, indemnify and hold harmless the Practice against any loss, costs, expense, liability, claim, injury or damage (including any legal costs and expenses occasioned to the Practice in consequence of any claim made against the Practice) that the operation, possession or use of the ELL IPR by the Practice in accordance with these Terms & Conditions infringes any patent, copyright, registered design, trade mark or other Intellectual Property Rights of any third party (an ‘Intellectual Property Infringement’) provided that the Practice:
      1. 4.2.1 notifies ELL of any claim in respect of which it wishes to be indemnified as soon as possible upon becoming aware of the same;
      2. 4.2.2 gives ELL sole conduct over the defence or settlement of any such claim and does not at any time admit liability or otherwise settle or compromise such claim except upon the express instructions of ELL; and
      3. 4.2.3 provides such assistance as ELL shall reasonably require in respect of the conduct of the defence or settlement of the claim at the reasonable cost of ELL.
   3. 4.3 ELL shall have no liability to the Practice in respect of an Intellectual Property Infringement to the extent that the same solely results from any breach of the Practice’s obligations under these Terms & Conditions.
   4. 4.4 In the event of an Intellectual Property Infringement ELL shall be entitled at its own expense and option either to:
      1. 4.4.1 procure the right for the Practice to continue using the infringing ELL IPR; or
      2. 4.4.2 make such alterations modifications or adjustments to the infringing ELL IPR so that they become non-infringing without incurring a material diminution in performance or function; or
      3. 4.4.3 replace the infringing ELL IPR with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.

5. 5 Practice Site changes

   1. 5.1 For a period of 2 months from the Acceptance Date the Practice may request ELL to make reasonable Practice Site changes free of charge. Following such 2 month period the provisions of Clause 5.2 shall apply.
   2. 5.2 Until such time as functionality is made available online to enable Practice Site Changes to be made directly by the Practice, the Practice may request ELL to carry out Practice Site Changes at ELL’s standard charges for such changes from time to time as an Additional Charge.

6. 6 Compliance with laws

   1. 6.1 The Parties shall comply with all applicable laws, rules, regulations and codes of practice in respect of all activities conducted by them under these Terms & Conditions.

7. 7 Marketing

   1. 7.1 ELL grants to the Practice effective on and from the Start Date a non-exclusive royalty-free licence during the term of, and in conformity with, these Terms & Conditions to use the ELL IPR to market and promote the Practice Site generally to the public. For the avoidance of doubt, the rights granted to the Practice in this Clause 7 shall only apply to that Jurisdiction in which the Practice is authorised by a Professional Body or in case of a Practice without a professional Body in which its principal office or place of business is situated and no other jurisdiction or territory.
   2. 7.2 If the Practice operates in multiple jurisdictions the price shown on the Cover Sheet shall be increased by 50% in respect of each Jurisdiction and for the purpose of Clause 7.1 the Practice shall be entitled to market and promote the Practice Site in that additional Jurisdiction to the public.
   3. 7.37.27.3 The Practice may, provided that it is a solicitors’ practice (but not otherwise), request that its details be listed on the Online Solicitors Directory during the continuance of this Agreement. If the Practice is entitled to, and does, make such a request, it shall provide ELL with such information as ELL shall request in such format as ELL shall require, and within such period as ELL may reasonably specify, to enable ELL to compile and implement the listing on the Online Solicitors Directory. The Practice will not be so listed until such information has been provided to ELL’s satisfaction; but in any event, the decision to list, or to continue to list, the Practice on the Online Solicitors Directory shall at all times remain a matter within ELL’s absolute and unfettered discretion and ELL reserves the right to refuse to list the Practice and, at any time, to remove its listing accordingly. No warranty is given by ELL that the Online Solicitors Directory will be available continuously, or that ELL will continue to provide it, throughout the term of this Agreement. ELL reserves the right to suspend or to terminate the Online Solicitors Directory at any time and for any reason in its absolute discretion; and disclaims any liability arising from the Online Solicitors Directory not being available for any reason.

8. 8 Financial terms

   1. 8.1 The Practice will pay to ELL the Setup Fee, the Monthly Fee and, if applicable, the Additional Charges as detailed in Schedule 1.
   2. 8.2 The Practice agrees that a Handling Fee shall not be refunded to it (in whole or in part) in the event that the price (or any part of the price) paid by a Client for an ELL Precedent to which that Handling Fee relates is refunded to that Client.
   3. 8.3 Within 10 Working Days of the end of each Month, ELL will provide to the Practice an ELL Report relating to the Additional Charges in respect of the Month just ended together with an invoice for the amount of such Additional Charges.
   4. 8.4 The Setup Fee and the Monthly Fee shall be payable by the Practice from the Go-Live Date with the Setup Fee and the first payment of the Monthly Fee being made by deduction from the deposit (if any) held by ELL and/or by invoice for the whole or any remaining balance from ELL and each subsequent payment (commencing one Month after the Go-Live Date) by Direct Debit. The Practice shall on the signing of the Cover Sheet provide ELL with a signed Direct Debit form in such form as ELL shall provide to the Practice authorising ELL to debit from the Practice’s bank account the Monthly Fee.
   5. 8.5 The Practice will pay such undisputed sums as are correctly invoiced by ELL under Clause 8.3 and 8.4 within 30 calendar days of receipt by the Practice of ELL’s invoice.
   6. 8.6 The Parties agree:
      1. 8.6.1 sums payable under this Clause 8 will be made in pounds sterling (GBP);
      2. 8.6.2 in addition, VAT at the prevailing rate shall be added to the sum payable in clause 8.6.1;
   7. 8.7 ELL shall be entitled to charge interest on all overdue amounts from the date which is 5 Working Days after the date any payment falls due in accordance with this clause 8 to the date of actual payment at the rate of 2% per annum above the base-lending rate at Lloyds TSB Bank Plc from time to time.

9. 9 IPR

   1. 9.1 Nothing in these Terms & Conditions confers upon:
      1. 9.1.1 the Practice any right, title or interest in the ELL IPR (including the Software) and the Practice may only use such ELL IPR (including the Software) as is expressly detailed in these Terms & Conditions;
      2. 9.1.2 ELL any right, title or interest in the Practice IPR, and ELL may only use such Practice IPR as is expressly detailed in these Terms & Conditions.
   2. 9.2

      ELL grants the Practice a non-exclusive, royalty free and non-transferable licence to use

      1. 9.2.1 the Software; and
      2. 9.2.2 the ELL IPR;

      during the term of this Agreement in connection with the use of the Service, the Practice Site and the Rapidocs LawDraft Site (but not for any other purpose) in accordance with these Terms & Conditions.

   3. 9.3 The Practice will not, other than as expressly permitted under these Terms & Conditions:
      1. 9.3.1 copy the RA Web or DAWS software or any accompanying materials supplied by ELL;
      2. 9.3.2 publish, circulate, transmit or distribute, an ELL Precedent or any other Template in Rapidocs format whether for commercial gain or otherwise, by any medium whatsoever (which shall include written publication, publication on CD, diskette, internet or any other form whether electronic or otherwise);
      3. 9.3.3 use the RA Web or DAWS software for the collection and inputting of data and/or for use as a tool for any contact centre purposes;
      4. 9.3.4 distribute, sell, rent, lease, assign, sub-license, transfer or part with possession of the RA Web software or DAWS;
      5. 9.3.5 translate, reverse engineer, decompile or disassemble the RA Web or DAWS software , save to the extent permitted by applicable law;
      6. 9.3.6 modify the RA Web or DAWS software or merge all or any part of it into another program; or
      7. 9.3.7 remove, modify or alter any proprietary notices appearing on the RA Web or DAWS software and any accompanying materials at the time of supply.
   4. 9.4 The Practice will not use the Marks or the Software Marks in any way without the prior written approval of ELL as the case may be (except in the performance of this Agreement) and will not claim any right of property therein or register or cause to be registered or apply for a materially similar trade mark or imitation of the trade mark (other than to the extent that the Practice has prior rights in relation to any mark other than the Marks or the Software Marks as at the Start Date).
   5. 9.5 ELL shall not use or claim any right of property therein in any Practice IPR without the Practice’s prior written consent (other than use as permitted under the terms of these Terms & Conditions).
   6. 9.6 The Practice shall not use or claim any right of property therein in any ELL IPR.

10. 10 Confidentiality

    1. 10.1 Except as required by law, the Parties shall procure that Confidential Information shall:
       1. 10.1.1 remain confidential;
       2. 10.1.2 not be used for any purposes other than those required or permitted by these Terms & Conditions; and,
       3. 10.1.3 not be disclosed to any third party except to its employees, agents or sub-contractors insofar as this may be required for the proper operation of this Agreement and then only under appropriate confidentiality provisions approved by the other party and provided that the disclosing Party shall at all times procure and be responsible for compliance by its employees, agents or sub-contractors with such obligations of confidentiality.
    2. 10.2 These obligations of confidentiality shall cease to apply to any particular item of Confidential Information once it becomes public knowledge other than by any act or default of either party or subsequently comes lawfully into the possession of the recipient party from a third party without the imposition of any duty of confidentiality by such third party.
    3. 10.3 In the event a Party becomes required by law or any regulatory authority to disclose Confidential Information of the other Party, that Party shall (i) promptly notify the other Party and shall cooperate with the other Party in obtaining any protective order and (ii) limit its disclosure to the minimum extent required to comply with such law or regulatory authority.

11. 11 Data Protection

    1. 11.1 Client Data shall at all times remain the property of the Practice. ELL undertakes that it shall not use such Client Data other than for a purpose contemplated by these Terms & Conditions.
    2. 11.2 Both ELL and the Practice shall comply at all times with the Data Protection Act 1998 and with all relevant guidelines and guidance notes issued from time to time by the Information Commissioner ("DPA").
    3. 11.3 ELL further undertakes:
       1. 11.3.1 not to access, process or use any Practice Data contained on the Servers for any other reason than for technical maintenance, backup and support; and
       2. 11.3.2 not use ‘cookies’ or other covert software to collect information about Clients save as mentioned in Clause 11.4.1 below.
    4. 11.4 ELL further warrants that it will comply with the provisions of the Privacy and Electronic Communications (EC Directive) Regulations 2003 and in particular it will:
       1. 11.4.1 not use ‘cookies’ or other covert software to collect information about Clients, other than to provide usage reports on the Service for ELL;
       2. 11.4.2 not disclose Practice Data to the server hosting organisation appointed by it to host the Practice Site except to the extent necessary to enable it to perform its obligations under these Terms & Conditions;
       3. 11.4.3 not use any Practice Data for marketing purposes or take any action which may prejudice the goodwill or commercial interests of the Practice;
       4. 11.4.4 not send any spam or junk email to Clients;
       5. 11.4.5 supply the Practice with all relevant information to enable the Practice to fulfil its obligations to any data subject under the DPA and within a reasonable timescale.
    5. 11.5 The Practice shall permit ELL to install Google Analytics using ELL’s Google account on the Practice Site, in order that client browsing patterns data can be gathered by ELL and be used to improve the Service over time.

12. 12 Limitation of liability

    1. 12.1 Other than the specific warranties set out in these Terms & Conditions the Service is provided on an "as is" available basis without any warranty of any kind and the Practice acknowledges that no warranties express, implied or statutory regarding or related to the subject matter of these Terms & Conditions are provided and to the extent permitted by law ELL disclaims all implied warranties of satisfactory quality or fitness for a particular purpose.
    2. 12.2 Throughout the period of this Agreement ELL will maintain with a reputable insurance company or underwriters sufficient indemnity insurance (but in no event less than £2 million per claim) to cover its liabilities in respect of its obligations under these Terms & Conditions.
    3. 12.3 ELL shall not be liable, in any event for any loss of profits; or loss of business; or depletion of goodwill or similar losses; or loss of anticipated savings; or loss of goods; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
    4. 12.4 The total liability of ELL under the terms of these Terms & Conditions shall be limited to £2,000,000 per any one claim, including costs and expenses. For the avoidance of doubt, a claim shall be defined as a claim, or a series of claims (whether by one or more claimant) arising from, or in connection with, or attributable to, any one act, error, omission or originating cause or source or the dishonesty of any person or group of persons acting together, and any such series of claims shall be deemed to be one claim for all purposes under this clause.
    5. 12.5 Nothing in these Terms & Conditions shall exclude or limit liability arising from death or injury to persons caused by negligence.

13. 13 Practice obligations

    The Practice shall:

    1. 13.1 not disable, bypass or otherwise circumvent the tracking facilities in the Software which send a use log to ELL’s servers in respect of the use of the Services.
    2. 13.2 appoint a Relationship Manager.
    3. 13.3 ensure that the Relationship Manager acts to develop and nurture the relationship with ELL.
    4. 13.4satisfy itself that, in relation to any Online Payment Request that it submits to a Client, it may properly require that payment to be made by that Client, and that it may properly require the Client to make that payment to ELL on its behalf, having regard to all applicable laws, regulations and the terms that it has agreed with, and the information that it has provided to, the Client.

14. 14 Practice Rules

    1. 14.1 The Practice shall be responsible for, and shall fully indemnify and keep indemnified ELL against, any liability, losses, damages, awards, expenses or fees (including, without limitation, legal and professional fees and expenses) suffered or incurred by ELL in connection with, or arising out of, any claim that the Practice or any of its employees, partners, consultants, workers, agents or contractors has breached, or acted contrary to any of the rules of its Professional Body or any other statutes, rules, orders, regulations, codes, guidance or common law which may, from time to time, regulate or govern a Solicitor's conduct or in respect of any Limited Engagement or any other professional services provided by the Practice using the Services in respect of a Client, or in respect of any Online Payment Requests made by it.

15. 15 Term and termination

    1. 15.1 This Agreement will commence on the Start Date and, unless terminated earlier in accordance with its terms, will continue for the Initial Period and thereafter until either Party terminates this Agreement in accordance with Clause 15.2.
    2. 15.2 Without prejudice to Clauses 15.3 and 15.4 either Party may terminate this Agreement by giving the other 3 months’ written notice expiring not earlier than the end of the Initial Period. In the event such notice is given, this Agreement will terminate upon the expiration of the period of such notice.
    3. 15.3 Notwithstanding Clauses 15.1 and 15.2, this Agreement may be terminated with immediate effect at any time by notice in writing in any of the following events:
       1. 15.3.1 by either Party, if the other Party commits a material breach of any of the provisions of these Terms & Conditions and, in the case of a breach capable of remedy, fails to remedy the same within 30 Working Days after receipt of a written notice giving reasonable particulars of the breach and requiring it to be remedied. For the purposes of this Clause, a breach will be considered capable of remedy if the Party in breach can comply with the provisions in question in all respects other than as to the time for performance;
       2. 15.3.2 by either Party, if the other ceases, threatens to cease or otherwise takes steps to cease to carry on the whole or any material part of its business;
       3. 15.3.3 by either Party, if the other gives notice to its creditors or any of them that it has suspended or is about to suspend payment, or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for the winding up of the other (otherwise than for the purpose of and followed by a solvent reconstruction or amalgamation), or if an administration order shall be made in respect of the other or if the other otherwise enters into administration or shall become insolvent or shall make any assignment for the benefit of creditors, or has a receiver appointed over all or any part of its assets, or takes or suffers any similar action in consequence of debt;
    4. 15.4 The Parties shall inform each other immediately upon becoming aware of the occurrence of any of the events set out in Clauses 15.3.1 to 15.3.3 above.

16. 16 Effect of termination

    1. 16.1 ELL will, unless otherwise agreed in writing, remain liable to perform its obligations in accordance with the terms and conditions of these Terms & Conditions for a period of 60 Working Days from the date of termination to enable any existing but uncompleted Pay as You Go Service or Extranet Service as at the date of termination to be completed by the Practice subject to continuing payment by the Practice of the Monthly Fee and Additional Charges (if any).
    2. 16.2 Subject to clause 16.4 any new Client Services and access to the Rapidocs LawDraft Site will be terminated immediately and upon termination of ELL’s obligations under Clause 16.1 above, the Practice will cease to use the Service.
    3. 16.3 Termination of this Agreement will not affect the rights and remedies of the Parties accrued before such termination nor will it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination, including clauses 4, 8, 9, 10, 11, 12 and 16.
    4. 16.4 During the period specified in clause 16.1 the Practice may continue to use the DAWS software to access and take copies of any ELL Precedents or other information relating to Clients before access is terminated under clause 16.2.

17. 17 Notices

    1. 17.1 Any notice under or in connection with this Agreement (other than an email notice under clause 18.10 below) will be in writing and will be delivered by hand, or sent by Royal Mail Recorded Delivery (or by airmail if sent abroad) as follows:
       1. 17.1.1 ELL, to the address detailed above (marked for the attention of the company secretary);
       2. 17.1.2 the Practice, to the address detailed on the Cover Sheet marked for the attention of the Partner(s) if a solo practitioner, firm, LLP or LDP, and Directors if a limited company or other permissible corporate entity above);
       3. 17.1.3 or to such other person, address or fax number as either Party may specify to the other from time to time by notice given in accordance with this Agreement, provided that any Party giving any notice by fax shall also send a copy of that notice by post, which shall be placed in the post by that Party on the date of transmission of the fax or the next Working Day thereafter.
    2. 17.2 In the absence of evidence of earlier receipt, any properly addressed notice will be deemed to have been duly given:
       1. 17.2.1 if sent by mail, 5 Working Days after posting;
       2. 17.2.2 if sent by fax, on completion of its transmission (if during a Working Day of the recipient) or at 10:00 on the next Working Day (if any part of the fax was not transmitted during a Working Day).

18. 18 General

    1. 18.1 The Practice is not entitled to assign, transfer or otherwise deal in any manner with this Agreement or any of its rights under it or purport to do any of the same, nor sub-contract, transfer or delegate any or all of its obligations under this Agreement without the prior written consent of ELL (not to be unreasonably withheld or delayed) however such assignment or delegation shall not release the Practice from any of its obligations under this Agreement.
    2. 18.2 These Terms & Conditions and the Cover Sheet together with the Schedules sets out the entire understanding of the Parties in relation to the matters with which it deals and supersedes and invalidates all previous agreements and understandings in relation to those matters.
    3. 18.3 The Practice acknowledges that it has not relied upon, or been induced to enter into, these Terms & Conditions by any representation other than a representation expressly set out in the Cover Sheet, and ELL shall not be liable to the Practice in equity, contract, tort, under the Misrepresentation Act 1967 or in any other way for any representation not expressly set out in the Cover Sheet, provided that nothing shall affect ELL’s liability in respect of any fraudulent misrepresentation.
    4. 18.4 Any amendment to these Terms & Conditions shall be in writing, signed by an authorised representative of each of the Parties and expressed to be for the purpose of such amendment.
    5. 18.5 Nothing in these Terms & Conditions will create, or be deemed to create, a partnership or the relationship of employer and employee between the Parties.
    6. 18.6 All rights, remedies and powers conferred upon the Parties are cumulative and will not be deemed or construed to be exclusive of any other rights, remedies or powers now or hereafter conferred upon the Parties by law or otherwise and any failure at any time to insist upon or enforce any such right, remedy or power shall not be construed as a waiver thereof.
    7. 18.7 The terms of these Terms & Conditions are agreed between the Parties to be reasonable but if any Clause or part thereof of these Terms & Conditions becomes or is declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other Clause or part thereof all of which will remain in full force and effect.
    8. 18.8 Nothing in these Terms & Conditions shall enable or permit the Practice in any manner to subsell the Service or the Client Services either in whole or in part or make any alteration or addition to the Practice Site. For the avoidance of doubt this shall inter alia include any web pages linked to the Practice Site and/or any arrangement by the Practice with a third party where such third parties customers are provided with access to the Client Services in return for direct payment by the third party to the Practice and/or where such access is part of a scheme or arrangement in respect of which the third party pays for access for customers on a mandatory basis or otherwise any such similar scheme or arrangement.
    9. 18.9 ELL may at any time make reasonable revisions, changes and alterations to this Agreement by posting a copy thereof on the DirectLaw Site and the Parties shall be bound by such revisions, changes and alterations as so published from the date of such publication or such later date as specified by ELL.
    10. 18.10

        ELL may at any time, by giving one month’s notice to the Practice by email to the email address of the Practice’s Relationship Manager shown on the Cover Sheet, make changes to the pricing structure in respect of:

        1. 18.10.1 the Monthly Fee, provided that such changes shall not take effect before the expiry of the period of 15 months following the Go-live date; and
        2. 18.10.2 the Additional Charges, provided that such changes shall not take effect before the expiry of the Initial Period.

        Such changes shall be posted up on the DirectLaw Site.

    11. 18.11 Should ELL introduce any new and additional services which the Practice elects to subscribe for, it shall provide the Practice with a revised Cover Sheet setting out any such additional services and/or additional charges in respect of such services, and either these Terms & Conditions, or any revised version of these Terms & Conditions referred to in clause 18.9, shall govern the arrangement between the Parties.

19. 19 Law and jurisdiction

    1. 19.1 These Terms & Conditions will be governed by and construed in accordance with English Law and the Parties hereby submit to the exclusive jurisdiction of the English courts.

20. 20 Force Majeure

    1. 20.1 If either Party is prevented or impeded from performing any of its obligations as a result of an event of Force Majeure it shall promptly give notice to the other Party stating the circumstances consisting of such event of Force Majeure and the extent and likely duration whereupon such obligations shall be suspended for as long as the event of Force Majeure continues.
    2. 20.2 A Party affected by an event of Force Majeure shall make every reasonable effort to minimise the effects thereof and shall promptly resume performance as soon as reasonably possible after removal of the event of Force Majeure.
    3. 20.3 Where the period of non-performance in relation to any event of Force Majeure exceeds 60 days from the date of notice of such event of Force Majeure, either Party may by written notice terminate this Agreement forthwith.

21. 21 Dispute resolution

    1. 21.1 Any matter which may arise concerning the construction, meaning or effect of these Terms & Conditions or concerning the rights or liabilities of either Party, shall in the first instance be referred to appointed Relationship Managers, who shall discuss and attempt to resolve the same in good faith between themselves with a view to recommending the proposed resolution to the Party they each respectively represent for written agreement.
    2. 21.2 In the event that the Relationship Managers are unable to resolve any matter arising under Clause 21.1 within 5 Working Days of the matter having been referred to them, the dispute shall be referred to the highest level of each Party's management (such person as the statutory board of directors or senior/managing partner of each Party may nominate in relation to any specific dispute).
    3. 21.3 Nothing in this Clause 21 shall prevent either Party seeking resolution of any contractual or other dispute with the other Party in any court or tribunal it deems appropriate.

22. 22 Third parties

    1. 22.1 The Parties do not intend any third party to have the right to enforce any provision of these Terms & Conditions under the Contracts (Rights of Third Parties) Act 1999.
    2. 22.2 Notwithstanding that any term of these Terms & Conditions may be or become enforceable by a person who is not a party to it, the terms of these Terms & Conditions or any of them may be varied, amended or modified, or these Terms & Conditions may be suspended, cancelled or terminated, by agreement in writing between the parties, or this Agreement may be rescinded (in each case) without the consent of the third party.

Schedule 1 - Additional Charges

Part 1

Part 2

1. 1 ELL report

   ELL shall provide the Practice with such of the following management information at monthly intervals (or other such intervals as are agreed between the parties) commencing from the Go-live Date in relation to Use Charges:

   1. 1.1 Date of each payment received
   2. 1.2 Client name
   3. 1.3 Type of product/service purchased or refunded
   4. 1.4 Total amount of payment or refund
   5. 1.5 ELL amount due/owing for each payment

2. 2 Confidentiality and Data Protection

   Each of the Parties acknowledges that the Practice Report and the ELL Report shall be subject to the provisions contained in clause 10 of these Terms & Conditions.

Schedule 2 - The Service

Part 1: Hosting and Support Services

General

ELL shall configure, install, host, operate, support, manage and maintain the Sites in order to provide Client Services. This shall include providing and maintaining (or procuring the provision and maintenance of) all facilities, equipment, software, data communications facilities, services, and internet connections required to operate and support the Sites, the Service and the Client Services.

1. 1 Hosting Services

   1. 1.1 Network Connectivity

      1. 1.1.1 ELL shall manage, maintain, replace, upgrade, and support (or, as applicable, procure the management, maintenance, replacement, upgrading and supporting of) the IT infrastructure necessary to support the operation of the Service and the connectivity of the Sites to the Internet ("the Network"), including all connections within the Network. Without limiting the generality of the foregoing, ELL shall:
         1. provide, and manage the IP addresses necessary to support the Practice Site and Client Services and manage URL redirection;
         2. host the Practice Site on the Network;
         3. maintain and implement (or procure the maintenance and implementation of) computer facilities, equipment and programming, including data communication facilities and internet connections to maintain the connectivity of the Sites to the Internet;
         4. use all reasonable endeavours to ensure that the Client Services are operational on a continuous basis and in any event shall ensure that Internet users are able to use and access the Practice Site and the Client Services in accordance with the Service Levels and the Practice can access the DirectLaw Site.

   2. 1.2 Servers

      1. 1.2.1 ELL shall ensure that the Service and Client Services are installed on hardware which is sufficient to meet the Service Levels.

   3. 1.3 Administrative Support

      1. 1.3.1 ELL shall establish a Client area on the Practice Site and shall enable Clients to access this area for the purposes of accessing the ELL Content (if available) and the ELL Precedents.
      2. 1.3.2 ELL shall make available (if required) a secure facility allowing Clients to sign up to and purchase ELL Precedents using all commonly accepted UK Credit and Debit Cards.

   4. 1.4 Backup

      1. 1.4.1 ELL shall ensure that the Sites are hosted on a secure server and are adequately backed-up on a daily incremental basis by suitably qualified personnel.
      2. 1.4.2 ELL shall use reasonable endeavours to conduct backup processes and procedures so as not to adversely impact scheduled operations.

   5. 1.5 Security

      1. 1.5.1 ELL’s security engineers shall monitor the Network and the Service using appropriate security mechanisms and tools.

   6. 1.6 Disaster Preparedness and Recovery

      1. 1.6.1 ELL will take all reasonable steps to avoid disaster and to prepare for expeditious recovery should a disaster occur.
      2. 1.6.2 In the event the hosting centre suffers a catastrophic failure, ELL will work to restore the provision of the Service from that location or to provide the Service from another data centre as soon as is reasonably practicable and possible. ELL shall use all reasonable efforts to minimise the outage period for the Practice.

2. 2 Support Services

   1. 2.1 Scheduled Maintenance

      ELL whenever reasonably possible will undertake any significant maintenance of the Sites, the Network or the Servers outside of the hours of 08.00 to 18.00.

   2. 2.2 Practice and User Help Desk

      For the duration of the Agreement ELL will provide to Clients and the Practice a helpline (both telephone and email) for the provision of support, guidance, advice and fault rectification ("Help Desk") in relation to the Service (including the use of the Software and forthcoming New Releases). The Help Desk will be staffed by trained, skilled technical staff between 09.30 and 17.30 on each Working Day, or such further periods as notified by ELL to the Practice from time to time.

      ELL will provide a Help Desk for Clients and the Practice as follows:

      Support	Availability
      Telephone enquiries on the use of Rapidocs and the Practice Site (for Clients and the Practice) and the Software, the DirectLaw Site and the Rapidocs LawDraft Site for the Practice	9.30 – 17.30 Monday - Friday (excluding public holidays)
      Email enquiries on the use of Rapidocs and the Practice Site (for Clients and the Practice) and Software for the Practice	9.30 - 17.30 Monday - Friday (excluding public holidays)

   3. 2.3 Practice Site Faults and General Problem Reporting

      The Practice will report to ELL general queries or problems related to the Service and Client Services by calling the Help Desk on 020 8731 2428 between the hours of 08:00 to 23:00.

   4. 2.4 Monitoring

      1. 2.4.1 ELL shall check for continued operation of all the Service through a variety of reactive and proactive monitors to enable the Service to operate correctly and efficiently.
      2. 2.4.2 Support shall not include the diagnosis and rectification of any fault resulting solely and directly from:
         1. the improper use, operation or neglect of the Software or the hardware on which the Software is being run or accessed;
         2. any hardware used by the Practice not in conformity with the minimum requirements in Schedule 4;
         3. the modification of the Software or its merger (in whole or in part) with any other software;
         4. any repair adjustment alteration or modification of the Software by any person other than ELL without ELL’s prior written consent;
         5. the failure by the Practice to install and use in substitution for the previous release of any New Release; or
         6. the use of the Software for a purpose for which it was not designed.

Part 2: Client Services

1. 1.1 ELL shall provide the following on the Practice Site for use by Clients (the "Client Services"):
   1. 1.1.1 ELL Precedents which shall be arranged into headings and topics with a full and accurate contents menu in respect of such of the Content Libraries as the Practice shall have selected in the Cover Sheet.
   2. 1.1.2 A series of question-driven, ELL Precedents grouped together so as to provide a comprehensive range of services.
   3. 1.1.3 Time and date stamping of all ELL Precedents for audit purposes.
   4. 1.1.4 A facility to export all ELL Precedents to RTF (Word compatible), text file format, and such other formats as Epoq may make available from time to time.
   5. 1.1.5 If applicable, ELL’s law guide comprising ELL Content, arranged by legal category in respect of such of the Content Libraries as the Practice shall have selected in the Cover Sheet.

Schedule 3 - Service Levels

ELL shall provide, manage and maintain the Service so as to ensure the Availability of the Server, and the Sites 24 hours per day, 7 days per week, 365 days per year at 99.9% uptime excluding any scheduled maintenance by ELL. Availability over each 365 day period will be calculated from the Go-live Date on a non-cumulative basis.

Schedule 4 - Minimum PC specification

RA Web is browser based, and so is supported on any system that meets the minimum required operating specification to run the browser software listed here:

• Microsoft Internet Explorer 6 on Window 2000, XP and Vista systems, provided that "Run ActiveX controls and plug-ins" and "Script ActiveX controls marked safe for scripting" are enabled in the security settings
• Microsoft Internet Explorer 7 and 8 on Window 2000, XP and Vista systems.
• Mozilla Firefox 3.5 on Windows 2000, XP and Vista systems
• Apple Safari 3.0 on Mac OS X systems

In some browsers it may be necessary to enable JavaScript and XMLHTTP. Some other browser or platform combinations (for example, Mozilla Firefox on Macintosh platforms, or Google Chrome) may also run but are not officially supported.

Note that the suppliers of web browser software sometimes change the minimum specification required in order to run updated versions of their software. ELL can only guarantee compatibility for systems that continue to meet the supplier’s published minimum requirements for any given version following such upgrades.

If the providers of such internet browsers cease to provide support, or if such internet browsers (or versions) do not remain in mainstream usage, ELL shall not have any such obligation to provide support, though ELL will endeavour to provide as much notice as possible of such a change. A list of formally supported browser/platform combinations is available from our support department on request.

The performance of internet based solutions, including system speed, interface reaction time, availability and system interruption are dependent on a range of factors, including ISP performance, maximum service speed, and peak time availability. These factors are beyond the control of ELL and as such, no minimum level of system performance can be guaranteed.