These Terms and Conditions (Agreement) cover access to and use of the Doc2 Platform (Platform) and Website (Website) by Visitors and by individuals or entities who create an account (Customer Account) and the users that have access to that Customer Account (Users). By using the Platform, Website or any Doc2 Services, you as a Visitor or User accept these Terms and Conditions (whether on behalf of yourself or a legal entity you represent). Users and Visitors may be referred to in this Agreement as “you”, “your” and “Customer” as applicable.
At the end of your Free Usage Period you will be asked to choose a package. Should you wish to change your Chosen Package, please do so in the Account and Billing section of the Platform.
Your Chosen Package is subject to our Terms and Conditions below. Please note that our Terms and Conditions may be updated from time to time and can be accessed on our website at https://doc2.co/platform-terms/. In addition, we will endeavour to notify you of any updates.
Additional Services – Where there are items, goods or services, outside of the scope of the Chosen Package that require additional fees to be paid by you.
Chosen Package – This is the selection of limits, caps and features that you have chosen to purchase from us.
Customer Account – The unique log in for an individual, business or organisation to the Platform, which may be made up of one or more Users.
Data Inputs – This means any data that is input into the Platform for the Purpose. This will include, but not limited to; dates, names, phone numbers, addresses, choices, selections, images, titles, names of companies, prices, lists or options.
Date of Agreement – The date on which the user accepts these Terms and Conditions via the check box on the Website.
Desired Use – The use of the Document Output by you or the User after it has been created by the Platform.
Document Outputs – These are documents, either in .docx or .pdf format that are downloaded from the Platform after the Users have used the Platform for the Purpose.
Document Templates – These are the templates that are uploaded to the Platform that have included in them the Required Syntax. These are .docx files.
Free Usage Period – The period of time in which you can use the Platform at zero cost as shown in the Platform.
Initial Term – The minimum period for which this Agreement is in force from the Date of Agreement, after which the Agreement shall be automatically renewed on a monthly basis for successive one (1) month additional terms.
Platform – Means the software located at https://app.doc2.co or any other domain or subdomain as agreed, branded as Doc2 which is licenced to you under these Terms and Conditions and any Updates to this software that may take place from time to time. The Platform is designed to automate variable and conditional text within documents to minimize data entry and document formatting.
Purpose – Means the purpose of automating the creation of documents as enabled by the Platform. This is completed by the Users.
Quotation – This is the quoted price for a specific package that an authorised Doc2 Limited employee or representative has given to you.
Required Syntax – This is the structure of variables in the Document Templates that are required by the Platform in order to perform the Purpose.
Visitors – A person visiting the Website or the Platform.
Updates – These are changes to the code that the Platform is built on. Updates may include, but are not limited to, changes of functionality, designs or content.
Users – These are members or agents of your organisation that use the Platform. These can have any access levels, i.e. from administrators through to users.
Website – Content located at doc2.co or any sub-domain thereof.
Representative – A director, employee or authorised agent of Doc2 Limited
Terms and Conditions
- Application and entire agreement
- These Terms and Conditions apply to the provision of the services detailed in clause 3 below (Services) by Doc2 Limited a company registered in England and Wales under number 11379931 whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ to you, collectively the Parties.
- You acknowledge that the Services we provide are not to be construed as legal advice. We do not accept any responsibility for any loss, damage or injury that arises from your use of our Services.
- You are deemed to have accepted these Terms and Conditions when you by signing up to use the Platform.
- You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Terms and Conditions apply to the Agreement to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- You acknowledge that any terms discussed with anyone other than an employee or director of Doc2 Limited that are contrary to any of these Terms and Conditions are void unless otherwise expressly confirmed between both Parties. This may include resellers, affiliates or referrers.
- The Initial Term of this Agreement (Initial Term) will begin on the Date of Agreement, or after a free usage period (whichever is later) and will remain in full force and effect for a period of three (3) months. Following the Initial Term, this Agreement shall automatically renew on a month by month basis unless written notice of intent not to renew is provided by either Party at least thirty (30) days prior to the expiration date of the Initial Term and thereafter at least thirty (30) days prior to the scheduled expiration date of the current term.
- The Free Usage Period, commences on the date of this Agreement and ends after the given period of days as shown in the Platform. After this, the Initial Term will commence. You can cancel at any time within the Free Usage Period in line with clause 6.4 of these Terms and Conditions.
- The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
- Words imparting the singular number shall include the plural and vice-versa.
- In consideration of the payment of Fees, we grant you a limited, non-sublicensable, revocable license worldwide to access and use the Platform for the purposes of assisting you with your document creation and assembly and, depending on your Chosen Package, digital signing. The functionality, limits and caps will be based on the Chosen Package.
- We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the Chosen Package, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
- We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the Chosen Package; however, time shall not be of the essence in the performance of our obligations.
- All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
- Your obligations
- You warrant that you have obtained all permissions, consents, licences or otherwise that we need and hereby give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services. This includes, but is not limited to the following:
- Access to databases for information, whether for your Users or for Data Inputs;
- Access to templates that are required to be set up for use in the Platform;
- API keys and passwords that are required for us to perform the Services.
- If you fail to comply with your obligations given in clause 4.1 within 14 days of our request to do so, we shall terminate the Services with immediate effect.
- We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of any of these Terms and Conditions.
- You warrant that when using the Platform you will review any and all Document Outputs for errors or omissions to the extent that you would have prior to using the Platform and that Doc2 is not liable for any errors or omissions in the Document Outputs.
- You warrant that you have full legal and consensual permissions to use any and all Data Inputs you use in the Platform, in accordance with clause 13.2.
- You warrant that all Document Templates that you use in the Platform and including their Desired Use are not in conflict or illegal with regard to any laws of England and Wales as referred to in section 21.
- You warrant that either you own all associated rights for any content in the Document Templates (subject to clause 10.5), or you have been given express permission to use any such content in the Document Templates.
- If it is discovered that you are using Data Inputs, Document Templates or Document Outputs in breach of clauses 4.5, 4.6 or 4.7, we reserve the right to terminate the Agreement and cease providing the Services. If required by law, or deemed appropriate, we will pursue criminal charges.
- For any and all Document Templates set up by a Representative, you confirm that you have or will have tested and are comfortable that the Document Outputs are correct before using the Document Outputs for their Desired Use.
- The fees (Fees) for the Services are chosen at the end of the Free Usage Period and are on either a monthly or annual basis unless otherwise stated.
- You must pay us for any Additional Services provided by us that are not specified in the Chosen Package. If this is the case, the Fee for this work will be agreed between both Parties prior to the commencement of the Additional Services. Cases where Additional Services may result in additional fees include, but are not limited to:
- Bespoke integrations of the Platform with requested third party software;
- Bespoke alterations to the Platform that will only be for you and not other Doc2 clients;
- Adaptations of the Platform functionalities in order to get an output that the Platform was not originally designed for.
- Additional support required for complex template support that is outside of the generally accepted scope of the Platform.
- The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
- Cancellation and amendment
- We can withdraw, cancel or amend a Quotation if it has not been accepted by you, or if the Services have not started, at any point at our discretion from the date of the Quotation.
- If you want to amend any details of the Services (including changing your Chosen Package) you must do so in the Account and Billing section of the Platform . We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you if required.
- If, due to circumstances beyond our control, including those set out in clause 14 below (Circumstances beyond a Party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
- You will be billed in advance for payment of the Fees either:
- on a monthly; or
- on a yearly basis (depending on your Chosen Package).
- The first invoice will be pro rata from the date you select your Chosen Package to the end of the month. Billing will then continue in accordance with clause 7.1.
- Invoices under this Agreement are accessible in the Account & Billing section of The Platform.
- You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
- Time for payment shall be of the essence of the Agreement.
- Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
- All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
- If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
- Receipts for payment will be issued by us only at your request.
- All payments must be made in British Pounds unless otherwise agreed in writing between both Parties.
- Sub-Contracting and assignment
- We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
- You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
- We can terminate the provision of the Services immediately if you:
- commit a material breach of your obligations set out in clause 4 of these Terms and Conditions; or
- fail to make pay any amount due under the Agreement on the due date for payment; or
- are or become or are about to become, in our reasonable opinion, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
- enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
- convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
- Consequence of Termination
- On termination of this Agreement for any reason:
- all licences granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Services;
- each Party shall return and make no further use of any data, Document Outputs and other items (and all copies of them) belonging to the other Party;
- any 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 Agreement which existed at or before the date of termination shall not be affected or prejudiced.
- Intellectual property
- We reserve all copyright and any other intellectual property rights which may subsist in any goods or services supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
- Any and all intellectual property rights arising from the Platform, including logos, designs, formats, text, goodwill, know-how or business secrets are owned by us. You have no rights to and/or title in, to or in respect of the intellectual property and no intellectual property is granted or assigned under these Terms and Conditions.
- Any and all intellectual property rights arising through recommendations of or suggestions of bug fixes, integrations, bespoke development or additional functionalities for the Platform will be owned by Doc2 Limited and not by you unless otherwise agreed.
- You warrant that you own any and all intellectual property rights associated with the Document Inputs and Document Templates, or have been given express rights to use them. This includes any copyrighted materials, logos, images, text, wording or information included in the Document Inputs or Document Templates.
- You own any and all intellectual property rights to the Document Outputs.
- Any and all rights related to the Required Syntax to set up the Document Templates is/are property of Doc2 Limited.
- Liability and indemnity
- Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
- The total amount of our liability is limited to the total amount of Fees payable by you under the Agreement up to a maximum of 12 months of any monthly Agreement, or 1 year for an annual Agreement.
- We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions, the Chosen Package or the Quotation for:
- any indirect, special or consequential loss, damage, costs, or expenses or;
- any loss of profits; loss of anticipated profits; loss of business; loss of data (provided proper and regular data backup measures have been taken); loss of reputation or goodwill; business interruption; or, other third party claims; or
- any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
- any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
- any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
- You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any assets under the ownership of Doc2 Limited (or including that belonging to third parties) caused by you or your agents or employees.
- We hold no liability associated with errors from any and all Document Outputs that you generate from the Platform.
- Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
- This clause 12 shall survive termination of these Terms and Conditions.
- Data Protection
- The Parties acknowledge that:
- if we process any personal data on your behalf when performing our obligations under this Agreement, you will be deemed the controller and we are the processor for the purposes of the Data Protection Legislation (defined below).
- the personal data may be transferred or stored outside the EEA or the country where you and the Users are located in order to carry out the Services and our other obligations under this Agreement.
- Unless the Platform is being used to gain consent, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this Agreement so that we may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf.
- We shall, in relation to any personal data processed in connection with our performance of our obligations under this Agreement:
- process that personal data only on your documented written instructions we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where we are relying on Applicable Laws as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from notifying you;
- not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
- you or we have provided appropriate safeguards in relation to the transfer, which meet the standards required by Data Protection Legislation and have been notified to the other party in advance of such transfer;
- the data subject has enforceable rights and effective legal remedies;
- we comply with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- we comply with reasonable instructions notified to it by you in advance with respect to the processing of the personal data;
- assist you, at your cost, in promptly responding without undue delay, in any event not more than 72 hours after the Processor is made aware of any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify you without undue delay on becoming aware of a personal data breach;
- at your written direction, delete or return personal data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put such data beyond use); and
- maintain complete and accurate records and information to demonstrate its compliance with this clause 13 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
- Each Party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other Party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
- You consent to us AWS, HubSpot (CRM), Google Drive, PostMark, CloudConvert, Go Cardless, Xero and Slack as third-party processors of personal data under this Agreement. We confirm that we have entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 13. From time to time, we may add additional third-party processors, all of whom we will enter into a written agreement incorporating terms which are substantially similar to those set out in this clause 13. For the avoidance of doubt, Data Inputs will only be shared with AWS (as our hosting partner), CloudConvert (for PDF conversion) and PostMark (as our transactional email provider).
- Either party may, at any time on not less than 30 days’ notice, revise this clause 13 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
- For the purposes of this clause 13, Data Protection Legislation shall be all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation (EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
- The Parties agree that where such processing of personal data takes place, you shall be the ‘data controller’ and we shall be the ‘data processor’ as defined in the Data Protection Legislation as may be amended, extended and/or re-enacted from time to time.
- For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the Data Protection Legislation.
- Circumstances beyond a Party’s control
- Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
- All notices under these Terms and Conditions must be via email or phone, or on behalf of, the party giving notice (or a duly authorised officer of that party).
- Notices shall be deemed to have been duly given:
- For emails, 24 hours after being sent (unless clause 15.3 applies)
- For phone calls, as at the time they have been received
- Please note that if you have not received a response to the notice within 48 hours of an email notice, please send an additional email and make a phone call in case the email has not been received. The notification will not be deemed to have been given if the email has gone straight to spam resulting in it not being viewed.
- All notices under these Terms and Conditions must be addressed to the email address notified to the other party.
- Updates to the Platform
- We shall be entitled, in our sole and absolute discretion, to develop and issue Updates from time to time.
- We shall notify you of any significant Updates by written notice sent to your e-mail provided when you obtained your account. Where/if required, we will provide instructions for how to use and benefit from the Updates to the Platform.
- For the avoidance of doubt, whether an Update is significant or not will be determined by us.
- For minor Updates, as determined by our sole discretion, we will not be obliged to notify you of Updates.
- You have the right to suggest or recommend Updates to the Platform, but any intellectual property rights arising from such suggestions or recommendations will be in line with clause 11.3 of these Terms and Conditions.
- Acceptable use
- You agree to abide by Doc2 Limited’s operating policies as may be published on the Website from time to time, and as may be amended from time to time at our sole discretion, and to abide by all applicable laws and regulation, and you will not send any communication that could subject Doc2 Limited to potential civil or criminal liability.
- You shall not, and shall procure that none of your Users shall;
- Use the Platform for anything other than the Purpose, and ensure that all use is line with clause 4;
- Copy (other than in terms of these Terms and Conditions), adapt, translate or reproduce the Platform and or Documentation, in whole or in part;
- Permit, whether directly or indirectly, any third party including any subsidiary, associate, director, shareholder, agent, User, representative and/or employee, to do anything which you are prohibited from doing as contemplated in this clause;
- Rent, lease, sell, sub-license, assign or otherwise transfer or make available the Platform or other Doc2 Limited related documentation, in whole or in part, to any person or non-natural person;
- Modify, decompile, reverse compile, disassemble, reverse assemble or reverse engineer (or, attempt to do any of the aforegoing) all or part of the Platform, or related documentation and/or any database which forms part of the Platform, or otherwise do or attempt to derive or print any source code of the Platform or reduce all or part of the Platform to a human readable form.
- Account share. Each individual User is required to have their own paid account.
- We reserve the right to terminate this Agreement if we feel that you are using the Platform excessively outside of the remit of these Terms and Conditions or other clauses that may have been discussed.
- Minimum specifications
- You agree that you will use Document Templates that are compatible with the Platform. This is currently limited to .docx documents. You acknowledge that failure to abide by this specification could lead to adverse consequences, including but not limited to; malfunction of the Platform and/or any other software that is used on your computer and/or network.
- No waiver
- No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
- Failure by us to enforce a right as provided in these Terms and Conditions will not constitute a waiver by us in respect of that right.
- If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
- Law and jurisdiction
- These Terms and Conditions shall be governed by and interpreted according to the law of England and Wales and any and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
Last Updated 4th February 2021