1. Lawcadia®

Lawcadia (UK) Limited (company number 11845823) (“Lawcadia“, “we, us, our“) owns and operates Lawcadia.co.uk (our “Website“) with support from our affiliates and subprocessors.

We also make available access to our secure client platform and services (the “Lawcadia Platform“) via Lawcadia.co.uk or other websites or interfaces that we or our affiliates operate from time to time.

2. Digital transformation of Legal Operations and Service Delivery

The Lawcadia Platform is a secure, two-sided cloud-based platform that was created to enhance the collaborative nature of the law firm / client relationship. Rather than addressing one single function, it has been designed to address core operational needs of law firms and clients, including:

(a) Engagement Framework

(b) Legal Project Management

(c) Budget Management

(d) Relationship Management

(e) Business Process Improvement

(f) Strategic Planning

Please contact us for more information about Lawcadia or to obtain a copy of our Law Firms Guide to Lawcadia.

3. These terms apply to law firms

By accessing and/or using the Lawcadia Platform and related services for or on behalf of a law firm, you agree to these Terms and Conditions for Law Firms (“Terms“”). You should review these Terms carefully and immediately cease using the Lawcadia Platform if you do not agree to these Terms. These Terms govern the use of the Lawcadia Platform by you and your partners, employees and contractors who use it. You will be responsible for ensuring that persons who access the Lawcadia Platform on your behalf comply with your obligations in these Terms.

4. Please help us keep the Lawcadia Platform secure

4.1 Please keep your username and password confidential

In order to obtain secure access to the Lawcadia Platform, you and/or persons authorised by you will be asked to choose a unique username and password, unless we have agreed alternative security arrangements with you. You must keep your username and password and any other security credentials used to access the Lawcadia Platform confidential and not disclose them to any third party without our prior authorisation.

4.2 Report any suspected misuse

You agree to notify us promptly if you become aware or suspect that your username or password or other security credentials used to access the Lawcadia Platform have been lost or stolen or have been used by or disclosed to any third party without our authorisation or if your account has been used by any unauthorised third party. We will hold you responsible for the use of your account unless and until you have notified any such loss, theft, disclosure or unauthorised use to us or cancelled your registration on the Lawcadia Platform.

4.3 We may suspend access to the Lawcadia Platform for security reasons

If we have reasonable grounds to believe that unauthorised persons are using your account with or without your knowledge, we may, without prior notice, suspend your rights to access and use the Lawcadia Platform. We will use reasonable efforts to limit any suspension to particular users where this is appropriate in the circumstances. You will be able to re-instate your access via our help desk, subject to our security procedures.

5. We provide high standards of service

5.1 We provide our services with care

We provide the Lawcadia Platform and our services with due care and skill.

5.2 We operate the Lawcadia Platform 24/7

We use reasonable efforts to keep the Lawcadia Platform available to you and your clients on a 24 x 7 x 365 basis. We maintain the Lawcadia Platform regularly to keep it up to date with technology, threats to our security and functionality to support law firms and clients.

5.3 We provide support via our help desk

We provide a help desk that is able to receive notifications of incidents, problems and defects relating to the Lawcadia Platform by email and telephone. The Help Desk accepts notifications by telephone from 7:00am – 5:00pm London time only and receives email notifications on a 24×7 basis.

5.4 We keep Lawcadia.co.uk secure

We take information security very seriously. The Lawcadia Platform is certified to ISO 27001:2013 information security standards and we implement appropriate technical and organisational measures to protect data on the Lawcadia Platform.

5.5 But we cannot guarantee everything

Save as expressly provided in these Terms, we make no other warranties, express or implied representations or guarantees as to merchantability and/or fitness for any particular purpose and we do not guarantee that our services are error free. We do not guarantee that you will be instructed to perform any legal work by making use of the Lawcadia Platform. Nothing in these Terms is intended to exclude any implied conditions, guarantees or warranties or any remedies that may be available to you under any applicable laws or regulations, but only so far as those implied conditions, guarantees, warranties or remedies may not be excluded by express agreement.

6. You must comply with our conditions of use

The Lawcadia Platform is used to manage confidential legal work. We need to protect the integrity and security of the Lawcadia Platform and our intellectual property rights. You agree:

(a) not to misuse the Lawcadia Platform; You agree not to upload to or transmit via the Lawcadia Platform or the Website any materials or information that: (i) you do not have the right to disclose (such as confidential information of others); (ii) infringe the intellectual property rights of others; or (iii) would breach any applicable laws or regulations.

(b) not to infringe our rights; You agree not to infringe our intellectual property rights, including by using the name Lawcadia or our logos in any business name, email or URL (except with our prior written agreement).

(c) not to copy the Lawcadia Platform or Website; You agree not to copy or use the information, content, material or data on the Lawcadia Platform or our Website (other than as expressly permitted by these Terms), or monitor the Lawcadia Platform or the Website’s availability, performance or functionality, in order to compete with our business.

(d) not to breach our security or otherwise harm the Lawcadia Platform or the Website; You agree not to intentionally or recklessly: (i) override any security feature of the Lawcadia Platform or the Website, including by using or attempting to use another law firm’s account on the Lawcadia Platform or by accessing the Lawcadia Platform through interfaces that have not been expressly made available by Lawcadia; or (ii) use the Lawcadia Platform or the Website in any way that would be likely to interrupt, interfere, impair or degrade the Lawcadia Platform or the Website, including posting to or uploading via the Lawcadia Platform or the Website any materials, information, website links or other content or communications that contain software viruses, worms or any other harmful code.

7.1 Lawcadia is a platform that is designed to permit clients to share information with law firms – and vice versa – on a confidential basis

The Lawcadia Platform permits clients and law firms to disclose information, content, material and data (“user content”) to each other for the purposes of procuring – or tendering for – legal work and for managing and gaining insight into legal matters that are registered on the Lawcadia Platform. All user content is confidential. It may include a broad range of information about business affairs, products, transactions, disputes, trade secrets, know how and individuals, whether proprietary or not.

We explain below how user content may be used and disclosed by us, by you and by your clients.

7.2 You own your user content but we can use it on a confidential basis for your client

(a) You (or your licensors) shall retain ownership of any intellectual property rights in user content that you communicate, transmit, submit, display, distribute, upload, post, share or otherwise make available on or through the Lawcadia Platform, including your profile and any pitches, proposals or financial reporting information submitted via the Lawcadia Platform.

(b) We will keep your user content confidential and we will only disclose it to the client for whom your user content has been prepared and to the client’s officers, employees and contractors who have been granted access to and use of the Lawcadia Platform. We will not disclose, display or permit access to any of your user content which relates to one client to any other client or other third party without your prior written consent, except as stated below.

(c) We need the right to use your user content in order to operate the Lawcadia Platform and to provide our services to your clients. You hereby grant us a non-exclusive right to use, store, copy and display your user content on the Lawcadia Platform to facilitate the provision of services to you and to your client anywhere in the world, for so long as your client has an agreement that allows them to use the Lawcadia Platform. We will not be required to obtain any further consent, notice or compensation to use your user content for these purposes.

(d) We cannot allow you to revoke the permissions that you have given us in relation to your user content, so far as and for so long as the user content is stored or used by your client. You also agree that your ability to access your user content in relation to matters that are registered on the Lawcadia Platform for a particular client may be restricted or withdrawn in whole or in part at any time by that client and we shall have no liability to you for any such restriction or withdrawal. You may ask your client – but not us – to delete or return any user content that you have submitted to them via the Lawcadia Platform.

(e) We may disclose your user content to our affiliates, officers, employees, contractors or professional advisers (including insurers) on a need to know basis for the purposes of operating the Lawcadia Platform, and then only if the relevant parties are bound by professional, legal or contractual duties of confidence in respect of such confidential information.  We may grant equivalent rights to such third parties as you grant us for the purposes described in these Terms.

7.3 You can use your clients’ content on the Lawcadia Platform on a confidential basis for the purposes for which it is disclosed to you

(a) You may also use any of your client’s user content that is disclosed to you, but only for the relevant client and for the purposes for which it was disclosed to you (such as for responding to a request for tender) or for such other purposes as may be permitted by agreement with your client.

(b) You will also keep your client’s user content confidential in accordance with whatever contractual or non-contractual (e.g. professional, legal or statutory) duties of confidence may exist between you and your client. If you do not have any such duties, then you agree to keep your client’s user content confidential pursuant to these Terms, except as may be permitted by agreement with your client or in accordance with the expressly permitted disclosures set out below.

(c) For the avoidance of doubt, the restrictions in these Terms do not apply to any information that is not disclosed to you via the Lawcadia Platform or by us or our affiliates.

7.4 We own the Lawcadia Platform and Website but you can use our content

(a) All intellectual property rights in or to the Lawcadia Platform and Website and all information, content, material or data displayed on the Lawcadia Platform and Website belong to us (or our affiliates or licensors), except for user content, and all our rights are reserved.

(b) You may not and may not permit any third party to use, copy, modify, publish, extract, display, disclose, license, transfer, reproduce, or create derivative works from any information, content, material or data displayed on the Lawcadia Platform and Website without our prior written consent, but you may use, print, copy, download or store such information, content, material or data for your own internal business operations.

(c) Some of the information, content, material or data that we may disclose to you (whether via the Lawcadia Platform or otherwise) is confidential, including any details regarding any fees that we are entitled to charge you and information that we may share with you regarding the design, integrity, security or functionality of the Lawcadia Platform. You agree to keep our confidential information confidential and not to: (a) disclose it to any third party without consent from us, except in accordance with the expressly permitted disclosures set out below; or (b) use it for any purpose other than the purpose for which it has been disclosed to you.

(d) You may only disclose our confidential information to your partners, employees, contractors or professional advisers (including insurers) on a need to know basis for the purposes of complying with these Terms or making proper use of the Lawcadia Platform and then only if the relevant parties have agreed to terms of confidentiality at least as onerous as those set out in these Terms or are subject to professional, legal or statutory duties of confidence in respect of such confidential information.

(e) In addition, Lawcadia® is a registered trade mark and you may not use our name or represent that you are affiliated with us other than to tell others that you are registered on the Lawcadia Platform.

7.5 Some of the usual exceptions apply

The confidentiality restrictions in these Terms shall not apply to any information that:

(a) you or we can demonstrate is in the public domain (other than as a result of a breach of these Terms); or (b) you or we are required to disclose by law or by order of a court of competent jurisdiction, but then only to the extent of such required disclosure.

7.6 Your client is a controller of personal data contained in all user content that relates to their matters, unless otherwise agreed

(a) Your client will be an independent controller of any personal data contained in your user content.  We act as a data processor on behalf of your client in relation to any processing of such personal data on the Lawcadia Platform and process such personal data on the documented instructions of your client in accordance with data processing terms that we have in place governing our relationship with your client.

(b) You are responsible for having separate terms in place with your client to determine the basis on which any personal data in your user content or your client’s user content that is shared via the Lawcadia Platform may be used or processed by you and your client.

(c) You are also responsible for all consents from and/or notifications to individuals or data subjects whose personal data is disclosed to us in your user content, as required by applicable laws and regulations.

(d) Please consult with your client for details of how your client uses personal data disclosed in your user content or otherwise made available to your clients via the Lawcadia Platform.  We are not responsible for any processing undertaken by or on behalf of your client with respect to any of such personal data.

7.7 We also process your user account details on your behalf

Although your client will be the controller of your user content that is submitted on the Lawcadia Platform, you will remain the controller of user log in credentials and profile information (“profile information”) that is associated with each of your user accounts.  We will process your profile information accordance with the Law Firm Data Processing Addendum to these Terms.

7.8 We also process your personal data for our own limited purposes

We also process personal data for our own limited purposes, such as customer relationship management and billing. We will not use any of your profile information on the Lawcadia Platform for sales or marketing purposes, but we do operate our own sales and account management systems. We do not use personal data for marketing purposes unless we have a lawful basis for doing so and have obtained any consents or made any notifications required at law.  Please refer to our UK Privacy Notice for information about personal data that we process as a controller.

8.1 We offer alternate plans for law firms based on their use of Lawcadia

(a) We offer access to the Lawcadia Platform to law firms based on a number of different plans, tailored for different types of law firms, their varying client bases and their use of Lawcadia.

(b) Under our Entry Level plan, your law firm pays a monthly subscription fee per client based on the spend of each client with your law firm.

(c) Under our enterprise plans, your law firm can get access to additional Lawcadia functionality for use with multiple clients, with fees as agreed based on the functionality, number of users and client access.

(d) You must have a plan in place to use the Lawcadia Platform with your clients. Please contact us if you would like to know more about the different plans available to your law firm.

8.2 Payment terms

All of our invoices shall be payable by you within 14 days of the date of the invoice.

8.3 Taxes

All sums required to be paid or other consideration to be provided under or in connection with these Terms for taxable supplies of goods or services are to be treated as exclusive of any goods and services or other value added taxes that may be charged on such sums or other consideration. We will add to our invoices, and you shall be liable to pay, the amount of any goods and services or other value added taxes applicable to the sums or other consideration payable by you at the prevailing rates.

9.1 Neither we or you will be liable for indirect loss

In no circumstances whatsoever will either we or you be liable (whether such liability arises under tort including negligence, under contract or otherwise) for: (a) any indirect or consequential loss or damage or any special or exemplary loss or damage; or (b) any loss of profits, revenues, business, employment or goodwill (whether such losses are direct or indirect).

9.2 We will not be liable for matters that are outside of our reasonable control

We shall not be in breach of these Terms or otherwise be liable to you (whether under tort including negligence, contract or otherwise) for any matter outside of our reasonable control, including:

(a) any failure or delay in performing our obligations under these Terms to the extent that such failure or delay is due to any event or circumstance which could not have reasonably been prevented or avoided by us taking reasonable precautions;

(b) any claim arising out of a breach in the privacy or security of communications or data transmitted over or using your equipment, software, systems or services;

(c) any claim caused from a breach by you of these Terms or by your negligence; or

(d) the confidentiality or security of any of your user content when transmitted over or stored on your, your client’s or any third party’s communications networks, equipment or systems.

9.3 You agree to mitigate your loss

You agree to mitigate any loss, damage, cost, expense or other liability that you may suffer in connection with your use of the Lawcadia Platform or any of our services.

9.4 Nothing excludes liability for fraud

Nothing in these Terms will limit or exclude our or your liability for fraud or fraudulent misrepresentation, personal injury or death arising from our or your negligence or any other matter for which it would be illegal or void at law to limit or exclude liability, even if these Terms would otherwise suggest that such liability is excluded or limited.

9.5 Our affiliates and contractors will not have liability to you

Your relationship is with us and you agree not to bring any claim or initiate any proceedings against our affiliates, contractors or their and our employees or directors (our “Related Parties”).  In any event, our Related Parties shall have the benefit of and be entitled to enforce the limitations and exclusions of liability that are expressed for our benefit in these Terms.

We may at any time, suspend your access to the Lawcadia Platform, without liability to you, where:

(a) you are in material breach of these Terms;

(b) you have failed to pay any fees to us when they are due;

(c) we are required to by law or order of a court or other governmental or regulatory authority having jurisdiction over us; or

(d) we consider it necessary for our legitimate business purposes such as upgrading or maintaining the Lawcadia Platform or dealing with actual or suspected security incidents or flaws.

You will be able to contact our help desk for information if your access to the Lawcadia Platform has been suspended.

You may cancel your relationship to the Lawcadia Platform at any time, in general or with respect to a particular client or user, on 30 days’ written notice to us, unless you have agreed otherwise with us.

We may cancel your registration to Lawcadia Platform at any time, in general or with respect to a particular client or user, on 30 days’ written notice to you.

13.1 Any provisions in these Terms that must continue after cancellation in order to have their intended effect shall continue in force following cancellation.

13.2 Cancellation will not affect any rights or remedies that we or you have accrued up to the effective date of cancellation.

14.1 Notices If you want to send us notices or service of process, please contact us:

(a) online at: [email protected]; or (b) by phone at: +44 20 3318 2511

We may send you notices or service of process using the contact details provided with your registration and not to an Authorised User.

14.2 Contracting entity; Governing law 

(a) Your contract with Lawcadia will be formed with Lawcadia (UK) Limited (Company no.: 11845823).  These Terms shall be governed by and construed in accordance with the laws of England. You agree to submit to the non-exclusive jurisdiction of the courts of England.

(b) If you are not located in the United Kingdom, the European Economic Area (EEA) or Switzerland (the “Region“), then these Terms do not apply to you.  Please consult Lawcadia.com for the terms and conditions applicable to your use of the Lawcadia Platform.

(c) Your location shall be determined according to the location in which your firm is incorporated or established. If you have offices or subsidiaries incorporated or established both inside and outside of the Region, you will be deemed to have a separate agreement in place on the terms and conditions available at Lawcadia.com in respect of your use outside of the Region.

14.3 We reserve the right to make changes

We reserve the right to amend these Terms at any time on 30 days’ notice to you. Notice may be given via the Lawcadia Platform. We will not make any of the following changes without your prior written consent:

(a) any changes to your plan or changes to these Terms that result in an increase to your subscription fees; or

(b) any changes that adversely affect the standards of confidentiality or security set out in these Terms.

14.4 Anti-bribery and compliance

You acknowledge that the Lawcadia Platform may be used as a platform for companies to find, engage and manage law firms, and for law firms to win new work. Accordingly, you and we agree not to:

(a) commit any act or omission which would or could cause you, us, any client or any authorised user of the Lawcadia Platform to breach or commit an offence under any laws relating to anti-bribery or anti-corruption;

(b) pay, offer, promise, give or authorise any financial or other advantage directly or indirectly to any client or other authorised user of the Lawcadia Platform that would or may induce that client or such authorised user or any person affiliated with them:

(i) to breach a position of trust or duty of good faith or impartiality; (ii) to breach these Terms; (iii) to contravene any applicable fraud, anti-bribery or anti-corruption law;

(c) do anything to cause any person to use their influence improperly to obtain or retain business with you or any other person.

Each party shall promptly notify the other of any breach of this clause unless such notice would constitute a breach of law or regulation.

14.5 No Agency

Nothing in these Terms is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.6 Entire Agreement

These terms and separate agreements relating to subscription fees constitute the entire agreement and understanding between you and us in respect of the matters dealt with in them and supersede and cancel any previous agreement in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination. You agree that you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out or referred to in or expressly incorporated into these Terms by reference or in any agreement relating to subscription fees. Nothing in this clause shall operate to exclude or limit any liability for fraud or fraudulent misrepresentation by you or us.

14.7 No third party rights

None of these Terms shall be enforceable by any person who is not a party to them, save for your and our successors and permitted assigns, except as expressly provided herein.  We and you may agree to vary or rescind these Terms or any provision of them without the consent of any person who is not a party to these Terms.

14.8 No assignment

Neither party may assign, novate or otherwise dispose of any or all of their rights or obligations under these Terms without the other party’s prior written consent. A change in our or your legal status shall not affect the validity of these Terms and these Terms shall be binding on any successor body or partners.

14.9 No waiver

The rights and remedies provided by these Terms may be waived only in writing in a manner that expressly states what such waiver is intended for, and such waiver shall only be operative with regard to, the specific circumstances referred to by that party.

14.10 Severance

If any of these Terms is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed without effect to the remainder of the provisions with respect to that jurisdiction. All other Terms will remain in full force and effect and the severed Term will continue to have effect in other jurisdictions where it has not been held invalid, illegal or unenforceable.

14.11 No lawyer-client relationship

These Terms are not intended to govern the engagement of any law firm by any client through the Lawcadia Platform. You are responsible for putting in place terms and conditions that govern your engagement for any matter on which you are instructed, whether or not the matter has been procured through the Lawcadia Platform or is being managed by Lawcadia. We do not have a lawyer-client relationship of any kind with you or with any client.

14.12 Interpretation

In these Terms:

(a) where any other word is given a particular meaning, it shall be interpreted in a consistent manner throughout these Terms unless the context otherwise requires;

(b) a reference to a party shall mean either you or us, or you and us, unless the context otherwise requires;

(c) a reference to a clause shall be to a clause of these Terms;

(d) a reference to a document is a reference to the document as from time to time supplemented, varied, assigned and/or novated;

(e) the singular includes the plural and vice versa and the masculine includes the feminine and the neuter genders and vice versa;

(f) a reference to a person shall mean a natural person, legal entity, body corporate or an unincorporated body;

(g) a reference to an individual shall mean a natural person, unless the context otherwise requires;

(h) a reference to writing shall include fax transmission, email and similar means of communication; and

(i) the words “include”, “including”, “includes”, “such as”, “in particular” and any similar expression are to be construed as if they were immediately followed by the words “without limitation”, and any word following the term “other” or any similar expression shall not have their meaning limited by any of the words preceding that term or expression.