Law Professionals! Draw documents for marketing leads and royalty
Terms and Conditions for drawing documents for sale
These terms and conditions relate to the Net Lawman scheme where a draftsman is paid a royalty and receives full information about all buyers of documents drawn by him, so as to enable him to invite that buyer to become a client of his practice.
Different terms apply to an arrangement whereby Net Lawman pays a draftsman to draw documents, with no royalty payable and no client introduction.
The agreement
“We” are Net Lawman Ltd., a company incorporated in England and Wales. Our registered address is:
Astons Barn North Green Road
Pulham St Mary IP21 4YF Norfolk Email: Contact us
“You” are any person who applies to draw documents for sale through Our Website.
1.
Interpretation
“Buy”, “Buyer”, etc
mean “licence”, “licensee”, etc as the case may be, who buys a Document.
“Confidential Information“
means all information about both of us which becomes known to the other as a result of entering into this contract. It does not include information in the public domain. It includes among other things: information about the our staff and contractors, our businesses, methods of doing business, future plans, policies, suppliers, customers and the Intellectual Property. It includes information about our clients, customers and distributors.
“Document”
means any item of text prepared by you with a view to sale by us through Our Website.
“Our Website”
means the entire computing hardware and software installation that is or supports any website we operate, including any communication or peripheral system.
“Royalty”
means a percentage of the sales value received by us on sales of Documents in a given period, after deduction only of value added tax or other sales tax.
“sale”
means sale or licence.
“Specification”
means the specification set out from time to time by us for the provision of Documents to a minimum standard.
2.
Our contract
2.1
Subject to the terms of this document, you may draw documents for sale on Our Website.
2.2
This document has effect from the date you publish a Document on Our Website
2.3
We will pay you the Royalty.
2.4
We will make available to you the Buyer Information as provided below.
2.5
This contract terminates when we or you have removed all Documents from sale on Our Website.
2.6
Whenever this agreement terminates or expires, it does so without prejudice to the accrued rights and liabilities of the parties and to the enforceability of the obligations in sections 7 and 11 of this Agreement.
You confirm that your Documents have been drawn by you and that either you own the copyright in them or you have the consent of the copyright owner to enter into this agreement and do all things envisaged by or possible through this agreement.
3.2
We are entitled, but not obliged to check any aspect of your Documents.
3.3
You agree to upload only Documents prepared to the then current Specification, today's version of which is set out in the Schedule.
3.4
You may draw a document for any jurisdiction to which we sell.
3.5
You acknowledge that we may sell your Documents at a price chosen by us and at different prices to different market segments or under the terms of any promotional or other offer.
3.6
Either of us may terminate this agreement without notice by withdrawing a Document from sale. If we do, the agreement terminates only so far as that Document is concerned.
4.
Provision of Buyer information
We agree to manage Our Website so as to provide a system whereby:
4.1
Each time a Document is purchased, the Buyer is required to disclose his name, address and email address and encouraged to provide his telephone number. (“Contact Information”)
4.2
Every Buyer consents to the disclosure of his Contact Information and to the receipt of not more than three marketing communications from you about your products and services, by letter, telephone or email.
4.3
Consent shall be given through ticking a box (which is a compulsory field) or the fact of consent being brought prominently to the attention of the Buyer during the purchasing process.
4.4
We shall use our best endeavours to provide Buyers' Contact Information and purchase information to you within 24 hours of purchase. You shall be free to process such information as a data controller.
4.5
We agree to provide to a Buyer your professional information, as you will have provided to us, excluding your email address and password for the Net Lawman website.
4.6
We agree to invite Buyers to contact you if they have any queries in relation to a Document but for the avoidance of doubt, no professional services shall be included in the Document Price.
5.
Your professional service
5.1
You undertake at all times to deal with an enquiry from a Buyer in accordance with best professional practice and in particular to:
5.2
Use your best endeavours to respond to a question within 48 hours of have received it
6.
Your personal information
6.1
You agree to provide and keep updated personal and professional information sufficient to enable a prospective Buyer to assess your experience and competence. You agree to provide this information either to us or to an associated company operating a directory of lawyers.
7.
Attribution and copyright
7.1
You own and continue to own all intellectual property rights in your Documents.
7.2
You grant to us a revocable right to offer for sale and to grant licences to Buyers to use your Documents in accordance with our terms and conditions, which shall expressly prohibit resale of Documents as templates or drafting notes.
7.3
We will attribute your Documents to you at all times.
7.4
We will use our reasonable endeavours to keep your Documents secure in our host servers and throughout the buying process. We are not liable in the event that your Documents are used in breach of your rights to them.
8.
Restriction on other sales
8.1
You agree that you will not during the currency of this contract or within two years of its termination or expiry offer for sale document templates or a drafting service to or through any organisation the prime business of which is the sale of legal documents on the Internet.
8.2
The restrictions imposed by this paragraph extend to all the World where English is spoken as the first or second language or as the language of business.
8.3
You agree that you will not within two years of termination of this contract by any means and neither for yourself nor for any other person, directly or indirectly, advise, instruct, do or assist in any activity the effect of which is to encourage any person to breach any contract between that person and us.
8.4
If any provision of this paragraph shall be void in any jurisdiction on account of its extent then there shall be treated as substituted for it such lesser provision as is required for it to be valid and enforceable.
8.5
You agree that the provisions of this paragraph are fair and reasonably required for the protection of our business.
8.6
Nothing in this agreement shall prevent you from, or reduce your right to, practice as a lawyer in any way in which you have hitherto practised nor in any way in which it is normal or usual to practice in your jurisdiction.
9.
Confidentiality
9.1
We and you are both aware that in the course of the performance of the Agreement we will each have access to and be entrusted with Confidential Information of the other. Accordingly, we and you undertake to each other that both during and for 4 years after termination or expiry of this Agreement:
9.1.1
Both we and you will not divulge to any person whatever or otherwise make use of (and shall use our best endeavours to prevent the publication or disclosure of) any Confidential Information.
9.1.2
Both we and you hereby undertake to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by those people with these provisions.
10.
Payment of royalty on sales
10.1
The percentage amount of Royalty shall be specified by email message
10.2
Royalty shall be payable for three years subject to your Document remaining on sale by us and to your maintaining it with current law.
10.3
We will pay you by the 20th of the month in respect of sales made the previous month.
10.4
We will provide through Our Website, a means for you to see sales of your Documents as they accrue, in real time.
11.
Your liability
11.1
All Documents shall be supplied by you on an "as is" basis without any warranty or indemnity of any kind. You may write on the face of any Document such disclaimer as you require for the conduct of your business in your jurisdiction.
11.2
You will indemnify us against all liability and expense arising from any claim by a Buyer in respect of or based on a Document up to a limit of £10,000 in respect of any one claim, provided we have:
11.2.1
sold the document relating to any such claim subject to standard terms and conditions which exclude liability for fitness for purpose and made clear to the buyer in our website that neither you nor we are liable because we are not able to control or advise on the use of a document.
11.3
In respect of any claim brought in respect of work done by you for a Buyer of a Document after he has purchased the Document, you agree to indemnify us for all claims, costs and management expenses, without limit.
11.4
The indemnities given above are conditional upon us giving to you reasonable conduct (at your cost) of the dispute or claim in question.
11.5
Notwithstanding any other term, you shall not in any circumstances be liable to us, whether under the indemnities in this section 11 or otherwise, in relation to any loss of business revenue, anticipated savings or profits, loss of goodwill or data or any indirect or consequential loss whatsoever.
12.
Severability
If any of these terms is at any time held in any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
13.
Contracts (Rights of Third Parties) Act 1999
Nothing in any contract to which we are a party shall confer any right to any person not a party to a contract.
14.
No Waiver
No waiver by us, in exercising any right, power or provision hereunder shall operate as a waiver of any other right or of that same right at a future time; nor shall any delay in exercise of any power or right be interpreted as a waiver.
15.
Dispute Resolution
In the event of a dispute arising out of or in connection with these terms or any contract between you and us, then you agree to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.
16.
Governing Law
This Agreement shall be governed by and construed in accordance with the law of England.
The Schedule - The Specification
Each document shall be or comply with the following matters:
1
It shall be written in clear English with minimal use of legal jargon and terminology which has been lost in every day speech.
2
Standard punctuation shall be used.
3
In 10 or 12 point black Arial font, aligned left.
4
Substantially broken down into paragraphs with numbers, sub numbers and sub, sub numbers.
5
Set out for print on A4 paper, with all four margins at or near 2.00 centimetres.
6
There shall be a blank line between every main paragraph and between every sub paragraph.
7
No drafting note shall appear in the text.
8
Documents shall be drawn in the masculine singular. If so desired, a note may be provided to explain.
9
All variable information, or words where the customer must make a choice as to the information inserted, shall be coloured blue. Square brackets shall be placed around those words.
and as to the drafting notes:
10
The notes shall be placed after the end of the Document.
11
Notes shall be in two sets: first, those entitled “General notes”, shall be consecutively numbered and refer to matters which apply to the Document generally. Second, those entitled “Paragraph specific notes” shall be number in accordance with the paragraph number to which they refer.
The following matters are regarded as preferred, but are not essential:
12
Except in Documents for jurisdictions where it is common usage, comprehensive lists of words with similar meaning must be avoided in favour of a generic word.
13
The word “paragraph” shall be used in preference to the word “clause”.
14
Every main paragraph shall have a short heading.
15
Where words or paragraphs are provided in the alternative, for selection by the user, and where text or data is to be inserted, then such text, and the words either side of the insertion point, shall be coloured blue. If so coloured blue, there shall be a general note explaining the reason for the blue colouring and suggesting it should be changed to black before the document is used.
16
Wherever possible, all variable data shall be placed on the first page.
At the document introduction page:
17
With every document published, you agree to provide text, in the blocks requested on the relevant page of Our Website, providing information as to the contents and usage of your Document and other information we request.
