1. Your Agreement to these "Terms of Service"
Access to and use of www.contractcanary.com (our “Site” or “Sites”) and the products and services available through this Site (collectively the “Services”) are subject to the following terms, conditions and notices (the “Terms of Service”). By using the Site you are agreeing to all these terms, conditions and notices. Furthermore, you acknowledge that the Terms of Service may be updated by Polus Services Limited t/a Contract Canary ("us" or "we" or "Contract Canary") from time to time. Your continued use of this Site following any changes shall signify your agreement to be bound by the modified Terms of Service. We reserve the right to withdraw your use of this Site.
For the avoidance of doubt, Polus Services Limited t/a Contract Canary is not a law firm.
Please read the Terms of Service and check back often. If you do not agree to any change to the Terms of Service, then you must immediately stop using this Site.
1.1 Contract Canary is a venue
Contract Canary is a venue allowing you to submit contracts for review or request contracts to be drafted. The advisers are not employees or agents of Contract Canary but are independent service providers using the Site to sell their knowledge to Customers.
Contract Canary may not be involved in the conversations between you and the advisers. You understand, acknowledge and agree that Contract Canary shall not be liable for any acts or omissions of the advisers or the ability of the advisers to answer questions.
When you make payment for the service and an adviser agrees to provide services to you, you and the adviser have entered into an agreement directly between yourselves to which Contract Canary is not a party. Contract Canary takes no responsibility for any liabilities or obligations that you or the adviser takes on or under such an agreement.
3. No Unauthorised Copying or Distribution of Intellectual Property Rights and Content
You acknowledge and agree that all copyright, designs, trademarks and all other intellectual property and material rights relating to the content as herein described, including software and all HTML, other code, graphics, photographs, including all image rights, sounds, music, video, audio, or text contained in this Site (together “Content”), shall remain at all times vested in Contract Canary and/or are the property of their respective owners. National intellectual property and other laws protect all such content, including third party trademarks, designs and related intellectual property rights mentioned or displayed on this Site. Any reproduction or redistribution of the Content listed above is prohibited and may result in civil and criminal penalties, prosecuted to the fullest extent permissible under applicable law. Contract Canary tries to ensure that the information on this Site is accurate and complete. Contract Canary does not warrant or represent that Contract Canary’s Content is accurate, error-free or reliable or that your use of Contract Canary’s Content will not infringe rights of third parties. Your use of the Site is at your own risk. Contract Canary (Polus Services Ltd) without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, reasonable care and skill, or infringement. Contract Canary make no warranties about Contract Canary content, software text, downloads, graphics and links, or about results to be obtained from using this Site. You bear the entire risk of the completeness, accuracy or usefulness of any Content found on this Site. Contract Canary reserves the absolute right to amend, vary or withdraw, temporarily or permanently, any Content supplied in connection with this Site at any time and for any reason. Removal may be immediate and without notice. You confirm that Contract Canary is not liable to you or any third party for any such withdrawal.
4. Your Activity/Use
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer or sell any Content or any parts of the Site including products and services, if any, contained within this Site. You may not use this Site, or any of its Content, to further any commercial purpose, including any advertising or any advertising revenue generation activity on your own web site. In using this Site you do so at your sole risk. You agree that you will be personally responsible for your use of this Site and for all of your communication and activity on this Site. We reserve the right to deny you access to this Site, or any part of this Site, at any time without notice. If we determine, in our sole discretion, that you engaged in prohibited activities, were not respectful of other users, or otherwise violated the Terms of Service, we may/will deny you access to this Site on a temporary or permanent basis and any decision to do so is final.
5. Contract Reviews, Contract Drafting Other Services
You agree that you have read our FAQ and have satisfied yourself as to the service to be provided. FAQ: http://contractcanary.com/faq-1
If we cancel your order, for whatever reason we will fully refund you however where you request an order is cancelled we can only issue you with a full refund if we receive your request prior to the adviser starting any work. We will deduct a portion of the fee to reflect work done at the point of cancellation, where relevant. Any such cancellation requests should be sent to email@example.com quoting your order reference number. We cannot accept any requests for refunds after we have completed your request.
Every adviser on the site has undergone a screening procedure. The results of the verification are only as accurate as the information provided by the adviser to Contract Canary. Contract Canary cannot warrant or guarantee an adviser’s purported identity, skill set or other criteria beyond what we have been informed.
Whilst Contract Canary strives to admit only high-quality advisers onto the Site, use of the term “adviser” by Contract Canary and on the Site is only meant to describe advisers who answer provide the relevant contract review and drafting services via the Site, and not to guarantee any particular level of expertise.
You acknowledge and agree that Contract Canary, is a platform provider only, which enables users to submit documents for review or for documents to be drafted. Contract Canary is not responsible for, and will not be liable for, any loss or damage caused by your reliance on any information or content provided by an adviser.
By providing services, Contract Canary does not form legal professional relationships with you.
Once you have purchased the appropriate contract review package (as shown on the Site) we will request that you send us your contracts and various information about your documents. We cannot assign your matter to an adviser until you have provided this information to us. Once we receive the information requested we will review the documents to determine whether this is a matter one of the advisers can assist with. If an adviser can accommodate your request they will start to review your documents. You hereby understand that the contract review is formulated on the basis of the contracts and information you have provided to us regarding you/your business , your documents and your relationship with the other party in the first response to our email requesting such information, as well as any subsequent emails where we/the advisers have requested relevant information. This information may be incomplete or missing and you acknowledge the contract review is provided to you on the information we have been provided and on the adviser's fair assessment of what would be a key risk for you/your business based on the limited information they have been provided. You agree the adviser will need to utilise some assumptions in the provision of their service depending on the amount of detail you provide.
The contract reviews provided are not intended to be all encompassing. The adviser will only review the documents provided within the page limit of the package purchased, if the documents submitted make reference to other documents not submitted to us, such documents will not be reviewed. Advisers will not review pages outside of the page limit of your package and any pages in your packages which have been unused cannot be saved or 'banked' to be used in future purchases or reviews. Where the adviser deems it to be appropriate and subject to the package purchased, in the adviser's discretion they may give you some potential drafting suggestions but they do not guarantee your contract review will contain any such suggestions. You have the sole responsibility for deciding whether the proposed drafting is acceptable to achieve your aims. We reserve the right, in our sole discretion, to reject any request for a contract review and to refund you the amounts paid without providing a reason. We shall not be liable or incur any liability for any losses, damages, claims, expenses or legal fees whether direct or indirect following any such rejection and refund.
The adviser reserves the right to partially review any document(s) submitted if they are in excess of the package you have purchased.
As far as legally possible, we and the adviser exclude any and all liability for any reliance placed on this Site and any contract review. When you receive your contract review, you are solely responsible for its use, any decisions you make based on its contents and any consequences flowing from it. If any part of the contract review is unclear you are responsible to seek clarity on it from the adviser. Following your receipt of the documents you have 3 days to review the document and submit any questions or requests for changes subject to any change requests being within the original agreed scope of work. You have the right to make a further request for changes within the original scope 3 days after you receive an answer to your question/redrafted documents. We cannot guarantee and do not warrant that any questions or requests will be carried out if they are submitted outside of this period. Following these two rounds, no further changes to your documents will be permitted without a purchase of an additional contract review or contract drafting package.
We will get your contract review back to you in 96 hours or 24 hours if you purchase our express package. The period of time will start on the same day if we receive your agreement and answer to our questionnaire before 11.00am (GMT). Please note this period may be postponed if the adviser requires further information from you or you haven't fully answered the questions in the confirmation email. The 96 hour and 24 hour periods quoted are working hours, Monday to Friday 9-5pm excluding any public holidays in England.
Pages in a package are measured with the font Arial, font size 12 and margins of 1 inch on all sides.
We will provide you with a no obligation quote from one of our advisers and an anticipated duration to complete the task. You acknowledge this time period is purely an estimate. Where you wish to proceed you will make payment via our online payment system. No work will begin until the relevant amounts have been paid.
Once the adviser completes the contract drafting, the documents will be emailed to you in the Microsoft Word format. Following your receipt of the documents you have 3 days to review the document and submit any questions or requests for changes subject to any change requests being within the original agreed scope of work. You have the right to make a further request for changes within the original scope 3 days after you receive an answer to your question/redrafted documents. We cannot guarantee and do not warrant that any questions or requests will be carried out if they are submitted outside of this period. Following these two rounds, no further changes to your documents will be permitted without a purchase of an additional contract review or contract drafting package.
Stylisation and formatting of documents is strictly your responsibility.
If you wish anything specific to be included in your document you must notify us. The drafting is done on the basis of the interpretation of your requirements.
Once you receive the relevant documents, you are free to amend and reproduce the documents as you see fit. You agree we/the adviser can reproduce your document in whole or in part for other customers in perpetuity. No documents are drafted for you in an exclusive capacity.
Time shall not be of the essence in relation to the drafting of the documents.
We may offer you the ability to purchase template documents rather than draft an agreement from scratch. These legal documents have been prepared by us for general use and are not specific to your requirements. You would be responsible for ensuring they are suitable for the purpose that you need them.
There may be periods of high volumes or where no advisers are available. If this is the case our in-house team may undertake the contract review or contract drafting if it deems it is able to and these terms shall apply as if we are acting in the capacity of the adviser.
We may include hyperlinks on this Site to third parties not operated by Contract Canary. Contract Canary has not reviewed all of the sites linked to this Site and is not responsible for the content or accuracy of any off-site pages nor are we responsible for the availability of such external websites or resources. Contract Canary does not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources. Contract Canary disclaims all liability for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external websites or resources.
7. Confidentiality and Conflicts
All information provided is treated as confidential. We and an adviser will not disclose any such confidential information unless required pursuant to law, regulation or to provide any services to you. Any information which is in the public domain shall not be deemed confidential information.
You agree that you will treat all information provided to you by us/an adviser as confidential and you shall not disclose, unless required pursuant to law or regulation such information to any other person, unless we have consented in writing. Any information which is in the public domain shall not be deemed confidential information.
8. Limitation of Liability
Whilst Contract Canary will use reasonable endeavours to verify the accuracy of any information it places on the Site, it makes no warranties, whether express or implied in relation to its accuracy. This Site is provided on an “as is” and “as available” basis without any representation or endorsement made and we make no warranties of any kind, whether express or implied, in relation to this Site, the services provided via this Site or any transaction that may be conducted on or through this Site including but not limited to, implied warranties regarding
non-infringement, compatibility, security, accuracy, conditions of completeness, or any implied warranty arising from course of dealing or usage or trade.
We make no warranty that this Site or our contract review will meet your requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that this Site or the server that makes it available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the materials. We will not be responsible or liable to you for any loss of Content or material uploaded or transmitted through this Site.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
Nothing in these terms shall limit or exclude our/an adviser's liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
To the fullest extent permissible under applicable law, we/the adviser disclaim any and all warranties of any kind, whether express or implied by law, in relation to the products or services, if any, available through this Site including but not limited to, where you are a business implied warranties of satisfactory quality and fitness for a particular purpose. Nothing in these Terms of Service shall limit your rights as a consumer under English law.
You acknowledge that we cannot guarantee and therefore shall not be in any way responsible for the security or privacy of this Site and any information provided to or taken from this Site by you.
You agree that, except for death and personal injury arising from our/an adviser's negligence, we and an adviser will not be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentations) or otherwise out of or in connection with this contract, for any economic losses (including without limitation, loss of revenues, profits, contracts, business or anticipated savings), any loss of goodwill or reputation, or any special or indirect or consequential losses in any case whether or not such losses were incurred by that party arising out of or in connection with the provisions of any matter under the Terms of Service.
You agree that we and the adviser shall bear no liability and do not owe a duty of care nor shall we assume a duty of care to any third party in respect of the performance of any duty to you.
You agree and understand the services are provided by independent third parties whom we do not have control over and we shall not be liable for their acts or omissions. When you purchase services you are entering in to a contract with the independent third party to perform the services. Contract Canary merely facilitates access to the advisers and is not responsible for the provision of their services in any way.
You agree our total liability to you shall be limited to the amount paid by you on this Site for the relevant contract review package or contract drafting and you waive any and all rights to any claims for further amounts to us.
You agree the adviser's liability to you shall be limited to the amount paid by you on this Site for the relevant contract review package or contract drafting and you waive any and all rights to any claims for further amounts to us.
We and the adviser's are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any services you have paid for but not received.
Where you are a consumer user:
You agree not to use our Site or the services provided for any commercial or business purposes, and we and the advisers have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
If defective digital content that an adviser has supplied via us, damages a device or digital content belonging to you and this is caused by our/an adviser's failure to use reasonable care and skill, the adviser will repair the damage or pay you compensation.
You agree to fully to defend, indemnify and hold harmless Contract Canary immediately on demand, its officers, employees, directors, agents, affiliates, licensors, and suppliers, from and against all liabilities, claims, expenses, damages and losses, including, but not limited to, legal fees, arising from any breach of the Terms of Service by you or any other liabilities arising out of your use of this Site not in accordance with these Terms of Service, or the use by any other persons accessing this Site using your internet account. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you hereunder.
10. No Waiver
No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
11. Entire Agreement
The Terms of Service (as amended from time to time) constitutes the entire agreement between you and Contract Canary regarding your use of this Site, and supersedes any other agreement or understanding, arrangements, undertaking or proposal, written or oral, between you and Contract Canary in relation to such matters. In the event any other rules, code of conduct, or other matter posted on this Site conflicts with the terms of the Terms of Service, the Terms of Service shall govern. No oral explanation or oral information given by any party shall alter the interpretation of the Terms of Service. You confirm that, in agreeing to accept the Terms of Service, you have not relied on any representation save insofar as the same has expressly been made a representation in the Terms of Service and you agree that you shall have no remedy in respect of any misrepresentation which has not become a term of the Terms of Service save that your agreement contained in this clause shall not apply in respect of any fraudulent misrepresentation whether or not such has become a term of the Terms of Service.
You acknowledge and agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms of Service or your use of this Site. You agree that you may not and will not hold yourself out as a representative, agent, or employee of ours, and we shall not be liable for any representation, act, or omission on your part.
12. Computer Offences
We will report anything done which constitutes an offence under the Computer Misuse Act 1990. It is your responsibility to ensure you have adequate virus protection on your computer systems. We will not be liable to you for any damage or loss sustained from any viruses or other harmful material that you pick up via our Site.
13. Applicable Law and Jurisdiction
The Terms of Service together with all our policies and procedures will be governed by and construed in accordance with the laws of England and you irrevocably submit to the exclusive jurisdiction of the courts of England.
Any term in these Terms of Service which is deemed to be invalid or unenforceable or shall become invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.