Terms and conditions

When using the Doc2 Website, or the Doc2 Platform, you are agreeing to the following Terms and Conditions.

Definitions

Additional Services – Where there are items, goods or services, outside of the scope of the Quotation or 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.

Data Inputs – This means any data that is input into the Platform by your Users 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.

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.

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.

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

  1. Application and entire agreement
    1. These Terms and Conditions apply to the provision of the services detailed in clause 3 of these Terms and Conditions (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 (we or us) to the person buying the Services (you), collectively the Parties.
    2. You are deemed to have accepted these Terms and Conditions when you choose your package; accepted our Quotation; or from the date of any performance of the Services (whichever happens earlier). These Terms and Conditions, the Chosen Package or Quotation are the entire agreement between us (the Contract).
    3. 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 Contract 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.
    4. You acknowledge that any terms discussed with anyone other than an employee or director of Doc2 Limited that are contrary to any terms in these Terms and Conditions are void unless otherwise expressly confirmed between both Parties. This may include resellers, affiliates or referrers.
  2. Interpretation
    1. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
    2. Words imparting the singular number shall include the plural and vice-versa.
  3. Services
    1. We will allow you to access and use the Platform in order to assist you with your document creation and assembly. The functionality, limits and caps will be based on your Chosen Package or the Quotation you have been given by us.
    2. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the Chosen Package or the Quotation provided, 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.
    3. 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 or Quotation; however, time shall not be of the essence in the performance of our obligations.
    4. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
  4. Your obligations
    1. You must obtain any permissions, consents, licences or otherwise that we need and must 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:
      1. Access to databases for information, whether for your Users or for Data Inputs;
      2. Access to templates that are required to be set up for use in the Platform;
      3. API keys and passwords that are required for us to perform the Services.
    2. If you do not comply with clause 4.1, we can terminate the Services.
    3. 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 this clause (Your obligations).
    4. 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.
    5. You confirm that you have full legal and consensual permissions to use any and all Data Inputs you use in the Platform.
    6. You confirm that all Document Templates that you use in the Platform are legal and their intended use is also legal.
    7. You confirm that you own all associated rights for any content in the Document Templates (subject to clause 10.5), or that you have been given express permission to use any such content in the Document Templates.
    8. 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 Contract and cease providing the Services. If required by law, or deemed appropriate, we will pursue criminal charges.
    9. For any and all Document Templates set up by a Representative, you confirm that you have tested and are comfortable that the Document Outputs are correct before using the Document Outputs for their Desired Use.
  5. Fees
    1. The fees (Fees) for the Services are set out in the Chosen Package or Quotation and are on either a monthly or annual basis unless otherwise stated.
    2. You must pay us for any Additional Services provided by us that are not specified in the Chosen Package or Quotation. 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:
      1. Bespoke integrations of the Platform with requested third party software;
      2. Bespoke alterations to the Platform that will only be for you and not other Doc2 clients;
      3. Adaptations of the Platform functionalities in order to get an output that the Platform was not originally designed for.
    3. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
  6. Cancellation and amendment
    1. 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.
    2. If you want to amend any details of the Services (including changing Chosen Package) you must communicate this with us soon as possible. 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.
    3. If, due to circumstances beyond our control, including those set out in the clause 13 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.
  7. Payment
    1. We will invoice you in advance for payment of the Fees either:
      1. on a monthly; or
      2. on a yearly basis (depending on the package you have chosen).
    2. Invoices under this contract will be sent to the preferred email address as provided by you.
    3. 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.
    4. Time for payment shall be of the essence of the Contract.
    5. 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.
    6. 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.
    7. 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.
    8. Receipts for payment will be issued by us only at your request.
    9. All payments must be made in British Pounds unless otherwise agreed in writing between both Parties.
  8. Sub-Contracting and assignment
    1. 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.
    2. 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.
  9. Termination
    1. We can terminate the provision of the Services immediately if you:
    2. commit a material breach of your obligations under these Terms and Conditions; or
    3. fail to make pay any amount due under the Contract on the due date for payment; or
    4. 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
    5. 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
    6. 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.
  1. Intellectual property
    1. We reserve all copyright and any other intellectual property rights which may subsist in any goods 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.
    2. 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.
    3. 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.
    4. 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.
    5. You own any and all intellectual property rights to the Document Outputs.
    6. Any and all rights related to the Required Syntax to set up the Document Templates is/are property of Doc2 Limited.
  2. Liability and indemnity
    1. 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.
    2. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract up to a maximum of 12 months of any monthly Contract, or 1 year for an annual Contract.
    3. 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:
      1. any indirect, special or consequential loss, damage, costs, or expenses or;
      2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
      3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
      4. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
      5. 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.
    4. 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.
    5. We hold not liability associated with errors from any and all Document Outputs that you generate from the Platform.
    6. 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.
    7. This clause 11 shall survive termination of these Terms and Conditions.
  3. Data Protection
    1. When supplying the Services to you, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of you.
    2. The Parties agree that where such processing of personal data takes place, you shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
    3. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
    4. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with you. We shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
    5. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict a “need-to-know”€ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
    6. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of you.
    7. Further information about the Service Provider’s approach to data protection are specified in its Privacy Policy, which can be found on our Website. For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following e-mail address: [email protected]
  4. Circumstances beyond a party’s control
    1. 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.
  5. Communications
    1. 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).
    2. Notices shall be deemed to have been duly given:
      1. For emails, 24 hours after being sent (unless clause 14.3 applies)
      2. For phone calls, as at the time they have been received
    3. 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.
    4. All notices under these Terms and Conditions must be addressed to the email address notified to the other party.
  6. Updates to the Platform
    1. We shall be entitled, in our sole and absolute discretion, to develop and issue Updates from time to time.
    2. 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.
      1. For the avoidance of doubt, whether an Update is significant or not will be determined by us.
    3. For minor Updates, as determined by our sole discretion, we will not be obliged to notify you of Updates.
    4. 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 10.3 of these Terms and Conditions.
  7. Acceptable use
    1. 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.
    2. You shall not, and shall procure that none of your Users shall;
      1. Use the Platform for anything other than the Purpose, and ensure that all use is line with clause 4;
      2. Copy (other than in terms of these Terms and Conditions), adapt, translate or reproduce the Platform and or Documentation, in whole or in part;
      3. 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;
      4. 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;
      5. 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.
      6. Account share. Each individual user is required to have their own paid account.
    3. We reserve the right to terminate this Contract 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.
  8. Minimum specifications
    1. 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.
  9. No waiver
    1. 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.
    2. 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.
  10. Severance
    1. 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).
  11. Law and jurisdiction
    1. 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 Contract (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

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