LawGuide Singapore – General Terms and Conditions of Use (Website and Content Services)
- LawGuide Singapore is an online legal information portal and platform. It includes a professional legal services marketplace comprising a directory of lawyers and law firms in Singapore. It also provides free and paid marketing services for lawyers, law firms and legal services providers, helping them to better market their services through the use of digital and media content.
- These Terms & Conditions govern the use of the Content Services, including:
- By the general public accessing the Website and using the Information Services provided by LawGuide Singapore Pte Ltd (“LawGuide”) through the Website and Affiliated Platforms – we help the general public obtain general information, content, media, news and resources relating to Singapore Law, law-related matters and Lawyers / Law Firms as well as information on finding a suitable Lawyer / Law Firm;
- By persons, Lawyers and/or Law Firms using the Marketing Services provided by LawGuide – we help Lawyers / Law Firms to promote, publicise and/or market their profiles and/or services to the general public.
- In accessing and using the Information Services and/or Marketing Services, you warrant that you are over 18 years of age and/or otherwise have legal parental or guardian consent, and are otherwise fully able and competent to enter into this Agreement (including on behalf of a business entity where applicable) and/or otherwise agree to comply with and/or be bound by the terms, conditions, obligations, affirmations, representations, and warranties contained in this Agreement and the Terms of Service.
- Access to this Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the Information Services without notice.
- This Agreement shall apply to the provision of the Services by LawGuide to the exclusion of any other terms and conditions which you and/or any Customer may purport to apply and in whichever way you and/or the Customer purports to introduce them (the “Customer’s Provisions”). For the avoidance of doubt, you / the Customer acknowledges and agrees that LawGuide shall not be bound by any of the Customer’s Provisions.
- In these Terms & Conditions, unless the context otherwise compels, the following definitions shall apply: –
- “Account” means the account that you may need to register and set up on this Website if you intend to access specific features and functions on this Website.
- “Affiliated Platforms” means any affiliated or digital platform owned, maintained and/or operated by LawGuide (e.g. social media accounts including, but not limited to, Facebook, Instagram, YouTube and Twitter, and other channels used for the delivery, distribution and display of Content).
- “Agreement”means these Terms and Conditions and any accompanying forms or schedules which may be added and/or used thereto from time to time.
- “Authorised Users” means the Customer or such persons authorised to use the Services, as further described in Clause 7.
- “Business Day” refers to any day from Monday to Friday except public holidays, in Singapore.
- “Content” refers to all content on this Website (except for User Generated Content, as defined below), including but not limited to text, software, scripts, code, designs, graphics, photos, sounds, music, videos, applications, interactive features and all other content.
- “Customer” means any person, Lawyer and/or Law Firm which uses and/or subscribes to the Marketing Services (defined below), LawGuide Mobile Application and/or any related Software on, including on a subscription-basis or free of charge;
- “Lawyer” means “advocate & solicitor” as defined in the Legal Profession Act (Cap 161);
- “Law Firm” means “Singapore law practice” as defined in the Legal Profession Act (Cap 161);
- “Customer Data” means:
- Data input by the Customer and/or the Authorised Users while using the LawGuide Mobile Application or the Software, and/or in the course of using the Marketing Services, and for which the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data; and
- Data including personal data that the Customer may provide or send to LawGuide or that LawGuide may receive from the Customer in the course of the Customer using the Marketing Services or LawGuide providing the Marketing Services.
- “Effective Date” means the date on which the Marketing Services commences.
- “End User Licence Agreement” or “EULA” means the End User Licence Agreement for LawGuide Mobile Application, whether for Apple and Android devices, as the case may be.
- “General Purposes” means the purposes of:
- Carrying out due diligence or other screening activities (including background checks) in accordance with legal or regulatory obligations or risk management procedures that may be required by law or that may have been put in place by (i) in the case of LawGuide by LawGuide; and/or (ii) in the case of the Customer by the Customer;
- Dealing with, administering or carrying out an internal or external audit of the Party’s processes or businesses (this is applicable to LawGuide for LawGuide’s internal or external audit; and applicable to the Customer for the Customer’s internal or external audit);
- Preventing or investigating any fraud, unlawful activity or omission or misconduct, including whether or not there is any suspicion of the aforementioned;
- Complying with or as required by any applicable law, governmental or regulatory requirements of any relevant jurisdiction (whether Singapore or a non-Singapore country), including meeting the requirements to make disclosure under the requirements of any law (whether Singapore or non-Singapore) binding on the Party and/or for the purposes of any guidelines issued by regulatory or other authorities, whether in Singapore or elsewhere, with which the Party is expected to comply;
- Complying with or as required by any request or direction of any governmental authority (whether Singapore or non-Singapore); or responding to requests for information from public agencies, ministries, statutory boards or other similar authorities, with which the Party is expected to comply. For the avoidance of doubt, this means that that Party may/will disclosure the relevant personal data to the aforementioned parties upon their request or direction; and/or
- Storing, hosting, backing up (whether for disaster recovery or otherwise) of the individual’s personal data, whether within or outside Singapore.
- “Goods and Services Tax” or “GST” means the prevailing ad valorem tax chargeable under the Goods and Services Tax Act (Cap. 117A) of Singapore.
- “Information Services” means the provision of general information, content, media, news and resources relating to Singapore Law and law-related matters delivered on this Website and affiliated platforms including, but not limited to, information on Lawyer or Law Firm profiles available on the Lawyer / Law Firm directory and the provision of a platform which enables you and/or the general public to contact and/or communicate with a Lawyer or Law Firm.
- “Initial Subscription Term” means the initial term of this Agreement amounting to 12 months.
- “Intellectual Property Rights” or “IPR” means all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trademarks, logos, service marks, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, in each case whether registered or unregistered, and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world, whether now known or in the future created.
- “LawGuide Mobile Application” means the software application for the mobile platform that is owned by and proprietary to LawGuide.
- “Marketing Services” means the free and/or paid lawyer-marketing services provided by LawGuide Singapore to Lawyers and Law Firms, including, but not limited to, the listing and delivery of their profiles on the website directory, the design, production and use of digital and media content, the provision of a platform which enables the general public to contact and/or communicate with them (e.g. to receive and respond to enquiries), and other marketing consultancy services.
- “Normal Business Hours” means 9.00 am to 6.00 pm Singapore time on any Business Day.
- “Parties” means LawGuide and the Customer collectively and “Party” means either of them.
- “PDPA” means Singapore’s Personal Data Protection Act (Act 26 of 2012) and all subsidiary legislation related thereto.
- “Personal Data” means data, whether true or not, about an individual who can be identified:
- From that data; or
- From that data and other information to which the disclosing organisation has or is likely to have access.
- “Produced Marketing Content” means communications, materials, information, data, opinions, photos, profiles, messages, notes, website links, text information, music, videos, designs, graphics, sounds, and any other digital and media content that you and/or other Lawyers / Law Firms post or otherwise make available on or through the Website which has been designed, modified, edited and/or produced by LawGuide under and/or for the purpose of the Marketing Services.
- “Renewal Period” means the period described at Clause 15.
- “Services Purposes” means the purposes of:
- Dealing with, managing or administering the Services; and/or
- Conducting research, analysis and development activities (including but not limited to data analytics, surveys and/or profiling) to improve LawGuide’s services and facilities.
- “Software” means the online software applications provided by LawGuide as part of the Services.
- “Subscription Fees” means the fees payable by the Customer to LawGuide for the User Subscriptions as well as the provision of the Marketing Services by LawGuide, as may be set out in any accompanying forms or schedules which may be added and/or used thereto from time to time.
- “Subscription Term” means the term as set out in Clause 15.3 being the Initial Subscription Term together with any and all subsequent Renewal Periods collectively).
- “Third-Party Service Provider” means any third-party service provider (e.g. person appointed by LawGuide to process your credit and/or debit card payments on behalf of a bank) who supplies services to LawGuide that are necessary for the provision of Content Services to you and/or any third-party service provider which we partner with;
- “User Generated Content” means communications, materials, information, data, opinions, photos, profiles, messages, notes, website links, text information, music, videos, designs, graphics, sounds, and any other content that you and/or other users post or otherwise make available on or through the Website, except to the extent the Content is Produced Content and/or otherwise owned by LawGuide.
- “User Subscriptions” means the user subscriptions purchased by the Customer pursuant to Clause 7.1 which entitle Authorised Users to access and use the Marketing Services in accordance with this Agreement.
- “Website” means the website at lawguidesingapore.com.
- “Content Services” means collectively the Information Services and Marketing Services,
- In these Terms & Conditions: –
- Reference to this Agreement or another instrument includes any variation or replacement of any of them;
- Reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
- Clause headings are inserted for convenience of reference only and shall not affect the interpretation of this Agreement;
- References to Clauses and Appendixes are to be construed as references to the clauses of and appendixes to this Agreement;
- The singular includes the plural and vice versa;
- ‘Includes’ and ‘including’ shall mean including without limitation;
- Reference to a statute or statutory instrument or any of its provisions is to be construed as a reference to that statute or statutory instrument or such provision as from time to time amended or re-enacted;
- References to the masculine gender shall include the feminine or neuter genders and vice versa; and
- References to “person” or “persons” shall be construed as references to an individual, firm, company, body corporate, statutory board, government body, incorporated body of persons, association or trust as the context may require, and includes a reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns.
2. Terms of Services
License to use Information Services
- You are given a limited, personal, non-exclusive, non-transferable license to use the Information Services for your own personal, internal business use, subject to the terms contained in this Agreement.
Lawyer / Law Firm Directory and Profiles
- Where any Lawyer or Law Firm is contacted by you through Lawyer / Law Firm directory and/or otherwise through LawGuide’s website and/or affiliated platforms: –
- LawGuide will not be responsible for the contact, communications or dealings undertaken between you and the Lawyer / Law Firm;
- LawGuide does not tout, approve, endorse or otherwise recommend the services of any Lawyer or Law Firm;
- LawGuide does not represent or warrant that the information displayed in our Lawyer / Law Firm listings or on our website and/or affiliated platforms are correct or reliable;
- Where no contractual or professional relationship, engagement, or retainer is subsequently formed between you and the Lawyer or Law Firm, no referral fee or commission is due or payable by the Lawyer or Law Firm to LawGuide;
- Where a contractual or professional relationship, engagement, or retainer is subsequently formed between you and the Lawyer or Law Firm: –
- No fee or commission is due or payable by the Lawyer or Law Firm to LawGuide arising from or in connection with any fees which may be due or payable by you to the Lawyer or Law Firm;
- You are solely responsible for ensuring that the Lawyer / Law Firm is sufficiently qualified, experienced and/or otherwise competent to provide you with the professional legal advice and services required and for obtaining a formal letter of engagement from the Lawyer / Law Firm setting out the terms and conditions of the engagement, including all fees, expenses and other obligations.
- When making an enquiry to contact a Lawyer / Law Firm or for a Lawyer / Law Firm to respond in relation to an enquiry (“Enquiry”): –
- Any response to the Enquiry is subject to the availability and confirmation of the Lawyer / Law Firm. Where applicable, the cost of products and services published by a Lawyer / Law Firm in this Website may fluctuate on account of external factors beyond our control. All services / rates advertised by LawGuide or the Lawyer / Law Firm are subject to such changes without further notice to you;
- You undertake that all details you provide to us are true and accurate, that you are an authorised owner / user of the contact details used to place your request and that there are sufficient funds to cover the cost of any services due or payable to LawGuide;
- When you make an Enquiry, you may receive an acknowledgement e-mail confirming receipt of your This email will only be an acknowledgement and will not constitute acceptance of your request.
- Whilst we endeavour to assist you and the Lawyer / Law Firm by organising and forwarding your requests for assistance to connect with the Lawyer / Law Firm, we do not warrant or promise that the same will respond and/or communicate with you or in particular manner or within a specified response time.
- The response time by the Lawyer / Law Firm may vary according to availability and any guarantees or representations made as to delivery times are subject to any delays for which we will not be responsible.
- For the avoidance of doubt, no contract between us for the purchase and/or delivery of the legal service provider’s or Lawyer / Law Firm’s services will be formed at any time.
- If a request is made for a chargeable service by LawGuide, we will carry out a standard pre-authorisation check on your payment card to ensure there are sufficient funds to fulfil the transaction. Services will not be dispatched until this pre-authorisation check has been completed. Your card will be debited once the request has been accepted.
- Where applicable, prices are inclusive of GST. Delivery costs will be an additional charge.
- Delivery times may vary according to availability and any guarantees or representations made as to delivery times are subject to any delays resulting from postal delays or force majeure for which we will not be responsible.
- Promotional Codes
- LawGuide may from time to time offer promotional discount codes which may apply in respect of any, or certain specified, purchases made through this Website.
- Only one promotional discount code can be applied to an Order at any time.
- Promotional discount codes reflected on digital coupons are debited at the time a request is placed. Digital coupons will automatically be redeemed against purchase totals, up to the total purchase amount. Digital coupons must be used prior to their noted expiration date and within a single transaction. We will not replace any digital coupons if it is lost, stolen, deleted, or if the Order is cancelled or returned. In the event where the total purchase value is below the coupon value, the excess value of the coupon will not be refunded. Unless stated otherwise, digital coupons cannot be used in conjunction with any other promotions or offers on this Website. The terms and conditions stated in each digital coupon shall be final and conclusive.
Third-Party Service Providers
- You acknowledge that we may engage and incorporate the services of Third-Party Service Providers to assist in providing and/or enhancing the Content Services. You hereby consent and authorise us to delegate the authorisations you provide to us to such Third-Party Service Providers as we deem necessary to provide the Content Services to you:
- Your use of certain services may be provided by or may incorporate the services provided by Third-Party Service Providers (“Third-Party Services”). The use of Third-Party Services will require your agreement to certain additional terms and conditions provided by the applicable Third-Party Service Provider. These additional terms and conditions will be made available to you when, and if, you use the Third-Party Services.
- You acknowledge that Third-Party Service Providers are independent contractors as stipulated and we do not provide, or exercise any control or oversight over the performance of Third-Party Service Providers in providing the Third-Party Services to you. You also acknowledge we are not responsible for any activity occurring within Third-Party Services, even if logged in through or linked to our Site. In the event the performance of Third-Party Services requires disclosure to and/or access of Your Content, you agree that you will not hold us responsible for any breach on the part of the Third-Party Service Providers, including but not limited to losses and/or damages suffered by you arising out the disclosure and/or access of Your Content by the Third-Party Service Providers.
- You also acknowledge and accept that a Third-Party Service Provider may change, modify or discontinue, temporarily or permanently, any Third-Party Services used by you, without notice to you. We will use our best endeavours to provide notice to you within a reasonable period of time if and when we become aware of such change, modification, suspension and/or discontinuance of Third-Party Services.
We may change the Content Services and/or prices
- We may change, suspend or end any of the Content Services and/or prices for any or all of the Services upon serving you notice, to the extent allowed under law.
- We do not promise to maintain, keep or provide any Content
3. Registration and Accounts
- You warrant that all information provided to us and contained as part of your account during the course of this Agreement is true, complete and accurate and that you will promptly inform us of any changes to such information by updating the details in your account.
- All Accounts must be registered with a valid personal email address belonging to the holder of the Account. We reserve the right to close any Accounts without notice if it is found that the said Account was registered under a third party’s email address or under an invalid email address.
- Upon completion of the registration process, you may be allocated a password to your Account. You undertake to keep the password to your Account strictly private and confidential and to immediately notify us if the password is made known to any third party or if there is any unauthorised use of your email address or your Account or other any breach of security known to you. You agree that any person to whom its username or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) this Website. Please note that you are wholly responsible for any unauthorised use of your email address or Account if you do not maintain the confidentiality of your password.
- We reserve the right to decline any new registration. We also reserve the right to cancel or close an Account at any time without notice.
- LawGuide is not a law firm and does not provide legal advice. LawGuide is not responsible for any legal advice you may receive from a lawyer, law firm and/or legal service provider you may contact and/or connect with through the Website.
- By using this Website, you expressly agree that use of this Website is at your sole risk. This Website is provided on an “as is” and “as available” basis. Neither LawGuide nor affiliates, subsidiaries or designees nor each of their respective officers, directors, employees, agents, third-party content providers, designers, contractors, distributors, Lawyer / Law Firms, sponsors, licensors or the like (collectively, “Associates”) warrant that use of this Website will be uninterrupted or error-free.
- Neither LawGuide nor its Associates warrant the accuracy, integrity or completeness of the Content provided on this Website or the products or services offered for sale on this Website. Further, LawGuide makes no representation that content provided on this Website is applicable to, or appropriate for use in, locations outside of the Republic of Singapore. LawGuide and its Associates specifically disclaim all warranties, whether expressed or implied, including but not limited to warranties of title, Lawyer / Law Firm’s ability or fitness for a particular purpose. No oral advice or written information given by LawGuide or its Associates shall create a warranty.
- Unless expressly stated to the contrary to the fullest extent permitted by law, LawGuide and its suppliers, content providers and advertisers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute services and services, arising out of or related to the use, inability to use, performance or failures of this Website or the Linked Sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise. This does not affect LawGuide’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.
- Except where expressly stated to the contrary all persons (including their names and images), third party trademarks and images of third party products, services and/or locations featured on this Website are in no way associated, linked or affiliated with LawGuide and you should not rely on the existence of such a connection or affiliation.
- Any trademarks/names featured on this Website are owned by the respective trade mark owners. Where a trade mark or brand name is referred to it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to LawGuide.
5. Marketing Services
- This Clause 4 specifically applies to a Customer as defined above at Clause 1.8.
- The Customer acknowledges that LawGuide may require some time to activate the Marketing Services for the Customer subsequent to the execution of the Agreement.
- Notwithstanding anything that may be to the contrary, the commencement date of the Marketing Services shall be at the absolute discretion of LawGuide and may be on a date as may be notified to the Customer by LawGuide.
- Does not warrant that the Customer’s use of the Marketing Services will be uninterrupted or error-free; or that the Marketing Services obtained through the Services will meet the Customer’s requirements; and
- Is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and the Affiliated Platforms, and the Customer acknowledges that the Marketing Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- This Agreement shall not prevent LawGuide from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar or identical to those provided under this Agreement.
- The Customer acknowledges and agrees that it is solely responsible for maintaining the confidentiality, safekeeping and security of all Produced Marketing Content and information of itself and all Authorised Users in accessing the Marketing Services including its and all Authorised Users’ usernames and passwords, and the Customer shall notify LawGuide immediately of any unauthorised use of such account information.
- The Customer shall be solely responsible for all activities that are carried out under or pursuant to its and all Authorised Users’ account information and usernames and passwords regardless that they are not in fact carried out by the Customer or the Authorised Users. The Customer acknowledges that LawGuide would not have the means to verify the identity of the party using the Customer’s or any Authorised User’s account information, username and password and the Customer agrees that LawGuide will not be responsible, in any way whatsoever, for losses suffered by the Customer or any third party if there is any unauthorised use of the Customer’s or any Authorised User’s account information, username or password.
- Without prejudice to Clause 11 below, the Customer hereby grants to LawGuide a worldwide, irrevocable, perpetual, transferable and sub-licensable right to use, copy, modify, distribute, reproduce, publish, deal in and process, information and content that the Customer (including any of its Authorised Users) transfers, provides sends or uploads to or through the Services, without any further notice and/or compensation to the Customer or others. The Customer warrants to LawGuide that it has the right and authority to grant these rights.
6. Customer Obligations
- This Clause 5 specifically applies to a Customer as defined above at Clause 1.8.
- The Customer shall:
- Provide LawGuide with (i) all necessary co-operation in relation to this Agreement; and (ii) necessary access to such information as may be required by LawGuide, in order to provide the Marketing Services, including but not limited to Customer Data, security access information and configuration services;
- Comply with all applicable laws and regulations with respect to its activities under this Agreement;
- Carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, LawGuide may adjust any agreed timetable or delivery schedule (if any) as reasonably necessary;
- Ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and the EULA, and shall be responsible for any Authorised User’s breach of this Agreement and the EULA;
- Ensure that its network and systems comply with the relevant specifications provided by LawGuide (if any) from time to time; and
- Be solely responsible for procuring and maintaining its network connections, telecommunications links internet and social media account access, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
- Where the Customer is a Lawyer / Law Firm, he further represents, warrants and certifies the following:
- The Customer is legally licensed and eligible to practice law in the relevant jurisdiction(s) as indicated in your profile that is displayed on our Website and/or Affiliated Platforms;
- The Customer is in good standing in the legally recognised jurisdiction(s) in which you are lawfully licensed throughout the Subscription Term.
- Where relevant, the Customer is covered by professional liability insurance and will maintain such coverage throughout the Subscription Term. You assume all risk in connection with the adequacy of any and all such insurance.
- All information provided by you in your profile is accurate and truthful and if at any point, such information ceases to be accurate and truthful, you agree to immediately notify LawGuide and update the inaccurate or outdated information within 14 days of notification. LawGuide shall not be held liable for any losses and/or damages arising out of and/or during the period within which the information is being updated and/or corrected.
7. Proprietary Rights
- This Clause 6 specifically applies to a Customer as defined above at Clause 1.8.
- The Customer shall pay the Subscription Fees to LawGuide in accordance with this Clause 6and the rate agreed and accepted by the Customer pursuant to the invoice(s) issued by LawGuide setting out the cost of the Marketing Services.
- LawGuide has the right at its sole discretion to increase the Subscription Fees for each Renewal Period, provided that the increase for each Renewal Period is not more than 20 % of the Subscription Fees that was payable for the immediately preceding twelve (12) months period.
- Upon LawGuide notifying the Customer of such increase in the Subscription Fees for the upcoming Renewal Period in question, such increased Subscription Fees shall immediately apply and the Customer shall pay such increase in the Subscription Fees within thirty (30) days from the Customer’s issue of an invoice for the same. For the avoidance of doubt, the subclauses of this Clause 6shall apply to the increase in the Subscription Fees. LawGuide shall employ best endeavours to notify the Customer of such increase in Subscription Fees for the next Renewal Period no later than thirty (30) days from the expiry of the then Initial Subscription term or the then Renewal Period, as the case may be.
- The Subscription Fees to be paid by the Customer to LawGuide shall be payable on an annual / monthly basis in advance (including payment of the annual fees on a monthly basis), as the case may be, and in that regard, LawGuide will be issuing invoice(s) to the Customer for the same. All Subscription Fees are subject to prevailing GST unless the contrary is expressly stated.
- The Customer shall pay all Subscription Fees stated in the invoices within thirty-seven (37) days from the date of that invoice, failing which the Customer shall pay LawGuide interest at the rate of twelve percent (12%) per annum from the due date until the date of full payment.
- In the event the Customer requires LawGuide to present its invoices or to allow payment of its invoices via electronic means, the Customer shall bear all charges incurred, including all third-party charges, if any.
- Invoices are due and payable in Singapore Dollars.
- All payments for Subscription Fees must be: –
- Paid by cash, cheque, banker’s draft, cashier’s order, credit card, or electronic transfer directly to the nominated account(s) of LawGuide, or through licensed payment service providers in Singapore. Any and all bank charges incurred connected with such remittance shall be wholly borne by the Customer; and
- Paid without counterclaim and free and clear of any withholding or deduction.
- If any sum due and payable by the Customer to LawGuide under this Agreement is not paid by the due date, then (without prejudice to LawGuide’s other rights and remedies under this Agreement or at law), LawGuide reserves its right to:
- Suspend further performance of any of its obligations under the Agreement including suspending the Services; and
- Disable the Customer’s password, account and access to all or part of the Marketing Services and LawGuide shall be under no obligation to provide any or all of the Marketing Services while the invoice(s) concerned remain unpaid.
- LawGuide shall not be liable to the Customer for such failure to perform or delay resulting therefrom nor for the Customer’s inability to use the Marketing Services or any part thereof.
- Wherever under this Agreement, any sum of money shall be recoverable from or payable by the Customer, the same may be deducted from any sum then due or which at any time thereafter may become due to the Customer under this Agreement. Exercise by LawGuide of its rights under this subclause shall be without prejudice to any other rights or remedies available to LawGuide under this Agreement, or otherwise howsoever, at law or in equity.
- The Customer shall pay to LawGuide, in addition to the Subscription Fees, a sum equal to the prevailing GST chargeable on the supply to the Customer of the Marketing Services by LawGuide in accordance with this Agreement.
- Except as expressly provided for otherwise, the Customer shall be responsible for all taxes, duties, levies, and other similar charges (and any related interest and penalties), however designated (hereinafter referred to as “Taxes”), arising out of or in connection with the Marketing Services, including but not limited to, any tax which the Customer is required to withhold or deduct from payments to LawGuide, except any income tax imposed upon LawGuide by the Inland Revenue Authority of Singapore (IRAS).
- If Taxes pursuant to Clause 7.13above are required to be paid, the Customer shall pay such additional sums as are necessary to ensure that LawGuide receives a net amount equal to the Subscription Fees which LawGuide would have received had the payment not been made subject to such Taxes.
8. Lawyer / Law Firm User Subscriptions
- This Clause 7 specifically applies to a Customer as defined above at Clause 1.8.
- In relation to the Authorised Users, the Customer undertakes that: –
- The maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions that the Customer has purchased from time to time;
- The Customer will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
- Each Authorised User shall keep a secure password for his use of the Services and Documentation, and each Authorised User shall keep his password confidential;
- Where applicable, it shall maintain a written, up to date list of current Authorised Users and provide such list to LawGuide within five (5) Business Days of LawGuide’s written request at any time or times;
- It shall permit LawGuide to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, and this right shall be exercised with reasonable prior notice of no less than two (2) Business Days;
- If any of the aforesaid audits referred reveals that any password has been provided to any individual who is not an Authorised User, then without prejudice to LawGuide’s other rights and remedies under this Agreement or at law, the Customer shall promptly disable such passwords and LawGuide shall not issue any new passwords to any such individual;
- If any of the aforesaid audits referred reveals that the Customer has underpaid Subscription Fees to LawGuide, then without prejudice to LawGuide’s other rights or remedies, the Customer shall pay to LawGuide an amount equal to such underpayment as calculated in accordance with the prevailing price charged by LawGuide within ten (1) Business Days of the date of the relevant audit; and
- The Customer shall procure that the Authorised Users comply with their obligations under the EULA.
- The Customer agrees to the terms of the EULA and shall comply with the same, and shall access and use the Services (including the LawGuide Mobile Application) in accordance to this Agreement and the EULA, including but not limited to provisions in the EULA governing the Use of the App and Information Accuracy. Should there be a breach of this clause, LawGuide reserves the right, without incurring liability to the Customer and without prejudice to LawGuide’s other rights or remedies under this Agreement or at law, to disable the Customer’s access to the Services.
- The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify LawGuide.
- The right provided under this Clause 4is granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
9. Product Displays, Availability and Inaccuracies
- While LawGuide endeavours to ensure that any Content Services displayed on this Website are portrayed as accurately as possible, LawGuide cannot guarantee that the scope and nature of the same matches the actual service rendered (e.g. communication with the service provider), as the delivery of the service / communication depends, in part, upon the service provider you are communicating with.
- Where there are additional or expanded scope of services included in the product descriptions, these are used purely for illustration purposes and will not be included in the final delivery of the communication experience by the Lawyer / Law Firm.
- Whilst we try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any Content Services which you have ordered, we will inform you of this as soon as possible and give you the option of reconfirming your request at the correct price or cancelling it. If we are unable to contact you we will treat the request as cancelled. If you cancel and you have already paid for the services, you will receive a full refund.
- The Content Services may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. We reserve the right to refuse to fill any orders that you may place based on information on the Service that may contain errors or inaccuracies, including, without limitation, errors, inaccuracies or out-of-date information regarding pricing, shipping, payment terms, or return policies.
- Not all products available online are available on LawGuide’s Website. Online product and service offerings, variants, pricing and availability may vary from the products available on LawGuide’s platforms.
10. Prohibited Acts
- You must not temper or misuse this Website. You will not: commit or encourage a criminal offence; transmit or distribute a virus, Trojan, worm, logic bomb or post any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; misrepresent the identity of a user; infringe upon the rights of any other person’s proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as “spam”; conduct fraudulent activities; or attempt to affect the performance or functionality of any computer facilities of or accessed through this Website. Breaching this provision would constitute an offence and LawGuide will not hesitate to report any such breach to the relevant law enforcement authorities and disclose your identity to them.
- We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.
- You agree to the following:
- You will not use the Content Services other than in accordance with these Terms;
- You will not copy the Content or use the Content Services for any other purpose save for the specific purpose of searching for and/or connecting with suitable lawyer(s) to furnish you with professional legal advice;
- You will not copy or use the Content in connection with a service deemed competitive by us;
- You will not copy, modify or create derivative works of our Content and/or Information Services;
- You will not send spam or other unwelcomed communications to others, or act in an unlawful, defamatory, libellous, abusive, discriminatory or otherwise objectionable manner as determined by us, through the use of our Services;
- You will not disclose information that you do not have the right to disclose;
- You will not use any device, software, or routine that interferes with any application, function, or use of the Content Services, or is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication;
- You will not frame or mirror the Content Services;
- You will not decompile, disassemble or reverse-engineer the underlying software or application that is part of the Services or otherwise attempt to derive its source code;
- You will not use the Content Services either directly or indirectly to support any activity that is illegal and/or amoral including but not limited to violating our Intellectual Property Rights or that of others;
- You will not access the Content Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
- You will not override any security feature of our Content Services; and
- You will not authorise any third parties to do any of the above.
11. Intellectual Property
- All intellectual property on this Website (except for User Generated Content) is owned by LawGuide or its licensors, which includes materials protected by copyright, trademark, or patent laws. All trademarks, service marks and trade names are owned, registered and/or licensed by LawGuide. All Content on the Website (except for User Generated Content) is the proprietary property of LawGuide. All such rights are reserved by LawGuide and its licensors.
- You may store, print and display the Content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the Content supplied to you or which appears on this Website nor may you use any such Content in connection with any business or commercial enterprise.
- You shall not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software or accompanying documentation supplied by LawGuide or its licensors. No licence or consent is granted to you to use these marks in any way, and you agree not to use these marks or any marks which are colourably similar without the written permission of LawGuide.
- User Generated Content:
- When you provide, submit or transmit User Generated Content to LawGuide for the purpose of it being used, distributed and/or otherwise delivered on LawGuide or via the Content Services, including messages and sharing of information with other third parties (including Third-Party Service Providers) through the Content Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, transferable right and license to use, host, store, cache, reproduce, publish, display, distribute, transmit, modify, adapt, and create derivative works of the User Generated Content, without any further consent, notice and/or compensation to you or others, subject to the relevant legislations.
- Produced Marketing Content:
- The Customer is aware and agrees that the Produced Marketing Content will be used for a purpose which includes, but is not limited to, the following: –
- Delivery, distribution and/or publication on the Website and Affiliated Platforms;
- Providing Marketing Services to the Lawyer / Law Firm;
- Providing Information Services to the general public;
- The Customer irrevocably grants to LawGuide and its assigns, licensees, and successors the right to use his image and name in all forms and media in the Produced Marketing Content including composite or modified representations for all purposes, including advertising, trade, or any commercial purpose throughout the world and in perpetuity, and waive the right to inspect or approve versions of my image used for publication or the written copy that may be used in connection with the images.
- The Customer further grants use of all of his publicity material arising in connection with LawGuide’s provision of the Marketing Services, including but not limited to written, printed, graphic, electronic, audio or video matter for the purposes of marketing, advertising and promotion of LawGuide’s Website and/or Affiliated Platforms or any of the Services.
- The Customer releases LawGuide and its assigns, licensees, and successors (including contractors, consultants and agents) from any claims that may arise regarding the use of his image in the Produced Marketing Content, including any claims of defamation, invasion of privacy, misappropriation or infringement of moral rights, rights of publicity, or copyright claims of possible slander, libel or infringement of privacy arising out of the use of the Produced Marketing Content for the purposes specified above on any media and in any part of the world. LawGuide is permitted, although not obligated, to include the Customer’s name as a credit in connection with the image and/or otherwise in connection with the uses specified above.
- The Customer will receive a worldwide, royalty-free, non-exclusive right and license to use, host, store, cache, reproduce, publish, display, distribute, transmit, modify, adapt, and create derivative works of the Produced Marketing Content throughout the world and in perpetuity. This is provided the Customer does not alter, modify or use the Produced Marketing Content in a manner which removes any existing mark / watermark or reference to the LawGuide name / brand or which is illegal, obscene, offensive, immoral and/or otherwise improper nature or purpose or which is inconsistent with the purpose specified above.
- LawGuide is entitled to terminate the said non-exclusive licence to the Customer and require the Customer and/or any third party to remove and/or cease their use, publication and/or distribution of the Produced Marketing Content in the event that the said use, publication and/or distribution is used for and/or in connection any purpose and/or platform that is of an illegal, obscene, offensive, immoral and/or otherwise improper nature or purpose or which is inconsistent with the purpose specified above.
- LawGuide will solely and exclusively own all intellectual property rights relating to the Produced Marketing Content unless the same is owned by a Third-Party Service Provider (e.g. external photographer, videographer, contractors and/or consultants) under an agreement between LawGuide and the Third-Party Service Provider.
- LawGuide is entitled to remove any Content from this Website or Affiliated Platforms at any time without notice to you.
- The Customer is aware and agrees that the Produced Marketing Content will be used for a purpose which includes, but is not limited to, the following: –
- This Clause 12 specifically applies to a Customer as defined above at Clause 1.8.
- From time to time during the term of this Agreement, LawGuide (the “Disclosing Party”) may disclose information to the Customer (the “Receiving Party”) that is proprietary or confidential, including the prices, rates, charges and details of the Marketing Services.
- The Receiving Party shall maintain in strict confidence all confidential or proprietary information of the Disclosing Party including but not limited to designs, plans or any other information relating to any research project, work in process, future development, scientific, engineering, manufacturing, marketing or business plan or financial or personnel matter relating to the Disclosing Party, its present or future products, sales, suppliers, employees, investors or business, including prices and discounts (“Confidential Information”) identified by the Disclosing Party or where it ought reasonably to be known as Confidential Information, whether in oral, written, graphic or electronic form. The Receiving Party shall not disclose or grant the use of such Confidential Information to any third party except with the prior written consent of the Disclosing Party. The Receiving Party shall not use such Confidential Information except for the purpose of performing obligations to the Disclosing Party under this Agreement. The Receiving Party shall ensure its employees, agents or consultants to whom disclosure is to be made on a need to know basis, hold the Confidential Information in strict confidence and not make any use of such information for any purpose other than those expressly permitted by this Agreement. The Receiving Party shall use (and require that all employees, agents, and consultants) at least use the same standard of care as the Receiving Party uses to protect its own Confidential Information of a similar nature from unauthorised use or disclosure, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party upon discovery of any unauthorised use or disclosure of the Confidential Information of the Disclosing Party.
- The obligations contained in Clause 12.2 shall not apply if:
- The Confidential Information was already known to the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party;
- The Confidential Information was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;
- The Confidential Information became generally available to the public or otherwise part of the public domain after its disclosure and other than through an act or omission of the Receiving Party in breach of this Agreement;
- The Confidential Information was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation to the Disclosing Party not to disclose such information to others; or
- The disclosure or use is required by law, any regulatory body or the rules and regulations of any recognised stock exchange.
- This clause shall survive termination of this Agreement for a period of three (3) years.
- Notwithstanding anything that may be to the contrary, you / the Customer undertake to indemnify and at all times hereafter to keep LawGuide (together with its respective officers, employees and agents) (each an “Affected Party”) indemnified against any and all losses, damages, actions, proceedings (whether such proceedings have been brought or are threatened to be brought), costs, claims, demands, liabilities (including full legal costs on a solicitor and client basis) which may be suffered or incurred by the Affected Party or asserted against the Affected Party by any person whatsoever, in respect of any matter or event whatsoever arising out of, in the course of, by reason of or in respect of your use of this Website, the Information Services, Marketing Services (as the case may be) and/or your breach of this Agreement.
14. Limitation of Liability
- This Clause 14sets out the entire liability of LawGuide (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you / the Customer:
- Arising under or in connection with this Agreement;
- In respect of the Services, the LawGuide Mobile Application, the Software or any part thereof;
- In respect of any use made by the Customer of the Services, the LawGuide Mobile Application, the Software or any part of them; and
- In respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
- You / the Customer acknowledge that the Services, the LawGuide Mobile Application and the Software present the possibility of human and machine errors, omissions, delays, and losses, including the inadvertent loss of data which may give rise to loss or damage suffered by you / the Customer, and you / the Customer agree that you shall not hold LawGuide liable in any way whatsoever for the said loss or damage.
- You / the Customer acknowledge that LawGuide’s systems, servers and equipment, or such other third-party systems, services and equipment, used to operate the Services, the LawGuide Mobile Application or the Software, may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes whatsoever. LawGuide may schedule downtime for the Services, the LawGuide Mobile Application or the Software for maintenance purposes without giving notice thereof unless otherwise expressly stated herein. LawGuide shall not be liable for any loss, damage, claims, costs or expense of any kind arising from any such downtime, or from any unavailability or inoperability of any telecommunications systems or internet, technical malfunction, error, omission, interruption, delay in operation or transmission, computer error or viruses, any failure in communication lines or telecommunications networks, or any corruption or loss of data or other disruption of any kind.
- All express and implied warranties or conditions, statutory or otherwise as to completeness, accuracy, sufficiency, quality or fitness of the Services, the LawGuide Mobile Application and/or the Software for any purpose or any business whatsoever whether known to LawGuide or otherwise, are hereby excluded. LawGuide gives no condition, warranty, or undertaking, and makes no representation to you / the Customer: –
- About the suitability of, or fitness of the Services, the LawGuide Mobile Application or the Software for your / the Customer’s purposes nor of the effect or benefits that can be derived by you / the Customer from using of the aforesaid;
- About the availability of the Services, the LawGuide Mobile Application or the Software or operational availability of any of the aforesaid;
- The quality, reliability, timeliness or accuracy of the services provided by or through Third-Party Service Providers; and/or
- That the Services, the LawGuide Mobile Application or the Software will be available on a continuous basis.
- You / the Customer acknowledge and agree that the Services, the LawGuide Mobile Application and/or the Software are provided on an “as is” and “as available” basis, with all faults, and LawGuide disclaims all warranties and makes no warranty of any kind, whether express or implied (statutory or otherwise), including but not limited to warranties on the ownership of Intellectual Property Rights and implied warranties of merchantability, sufficiency, quality and fitness for a particular purpose. LawGuide does not warrant that the Services, the LawGuide Mobile Application, the Documentation and/or the Software will be uninterrupted or error-free. The Customer shall wholly assume all risks in the Customer’s use of the Services, the LawGuide Mobile Application, the Documentation and/or the Software. Without limiting the generality of the foregoing, LawGuide does not warrant and excludes all liability in respect of the Services, the LawGuide Mobile Application, the Documentation and/or the Software including with respect to their quality.
- To the extent permitted by law, LawGuide shall not be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof, for any indirect, consequential, collateral, special or incidental loss or damage suffered or incurred by the Customer in connection with the Services, the LawGuide Mobile Application, the Documentation and/or the Software or any part thereof or any transaction relating thereto whether during or after the term of this Agreement. For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, profits, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment including software, claims of third parties, and all associated and incidental costs and expenses.
- Where LawGuide’s liability is not expressly excluded under the Agreement or under any applicable law, LawGuide’s liability for direct damages to the Customer in contract, tort (including negligence) or otherwise whosoever and whatever the cause thereof, arising by reason of or in connection with the Services, the LawGuide Mobile Application, the Documentation and/or the Software or any part thereof, any transaction relating thereto or this Agreement shall collectively for all claims (whether during the term of this Agreement or after) against LawGuide be up to a maximum aggregate amount of the Subscription Fees actually received by LawGuide under this Agreement.
- LawGuide shall not be liable to the Customer for its failure to perform its obligations if, and to the extent that, such failure results from the Customer failing to perform any of its obligations under the Agreement.
- LawGuide assumes no responsibility for the activities or conduct of other users of the Services.
- Nothing in the Agreement in any way excludes or restricts a Party’s liability for death or personal injury resulting from the negligence of that Party.
- You / the Customer acknowledge that:
- One of the functionalities of the Services or of the LawGuide Mobile Application is that it is a technology tool used by the general public to obtain general information, content, media, news and resources relating to Singapore Law, law-related matters and Lawyers / Law Firms as well as information on finding a suitable Lawyer / Law Firm;
- One of the functionalities of the Services or of the LawGuide Mobile Application is that it is a technology tool used by Lawyers / Law Firms to promote, publicise and/or market their profiles and/or services to the general public;
- LawGuide is not involved in the actual transaction between any Lawyer / Law Firm / legal service provider and a person who may be using the Services or the LawGuide Mobile Application (such as a potential client of a Lawyer / Law Firm).
- LawGuide will not be responsible for any loss, damage, costs or expenses that you / the Customer may suffer or incur as a result of any such dealings or otherwise arising from the relationship between you / the Customer and any other party who may be using the Services or the LawGuide Mobile Application.
15. Term and Termination of Use
- If you have not subscribed to any Marketing Services, either party may terminate this agreement at any time without notice and without reason. Upon termination, your right to access and use the Services will automatically terminate, and you may not continue to access or use the Services
- LawGuide may, in its sole discretion, terminate your Account or your use of the Content Services at any time. You are personally liable for any orders that you place or charges that you incur prior to termination. LawGuide reserve the right to change, suspend or discontinue all or any aspects of the Website at any time without prior notice.
- If you have subscribed to the Marketing Services, the following terms hereinafter in Clause 15 shall apply. This Agreement shall, unless otherwise terminated as provided in this Clause 15, commence on the date of the first invoice issued by LawGuide (the “Effective Date”) and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive Renewal Periods, unless: –
- Either Party notifies the other Party of termination, in writing, at least thirty (30) days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period, as the case may be; or
- In the case of a monthly subscription, the Customer notifies LawGuide in writing of its intention to pause the subscription for the subsequent month, or terminate this Agreement altogether, at least three (3) working days before the end of the Initial Subscription Term or any Renewal Period; or
- Otherwise terminated in accordance with the provisions of this Agreement.
- In the event, the Customer terminates an annual subscription before the end of the Subscription Term, in addition to notifying LawGuide in writing at least thirty (30) days before the end of the said term, LawGuide is entitled to claim the difference in Subscription Fees between an annual subscription and a monthly subscription.
- The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.
- Notwithstanding Clause 15.3, where this Agreement has passed the Initial Subscription Term, either Party may terminate this Agreement by providing not less than one (1) month’s prior written notice to the other Party (i.e. termination without cause).
- Notwithstanding anything that may be to the contrary in this Agreement, either Party may terminate this Agreement immediately at any time by providing written notice of such termination to the other Party if the other Party breaches any of the terms and conditions of this Agreement and the innocent Party has given fourteen (14) days’ notice of such breach and the other Party has failed to rectify such breach within that time. This subclause is without prejudice to the subsequent subclauses of this clause.
- Notwithstanding clause 15.7 or anything that may be to the contrary in this Agreement, LawGuide may at any time, terminate this Agreement immediately by providing written notice to the Customer where: –
- LawGuide is of the opinion that the Services, the LawGuide Mobile Application or the Software or any part thereof has been used by the Customer in any manner unacceptable to LawGuide, and where LawGuide has given fourteen (14) days’ notice of such breach and the Customer has failed to rectify such breach within that time;
- The Customer has outstanding Subscription Fees or any other monies due and payable to LawGuide which remain unpaid, and where LawGuide has given fourteen (14) days’ notice of such breach and the Customer has failed to rectify such breach within that time;
- LawGuide is unable to provide the Services due to lack of reasonable operating capacity or LawGuide decides to cease operation of the Services for any reason whatsoever;
- The Customer has been adjudged bankrupt or if a receiving order has been made against it, or if the Customer is insolvent or is in liquidation (whether voluntary or compulsory) or if the Customer has made compositions or arrangements with, or assignment for the benefit of, its creditors;
- The Customer, in the case of a corporation, has a winding-up petition presented against it, or has a receiver or a receiver and manager or a judicial manager appointed;
- The Customer, in the case of a corporation, has in LawGuide’s reasonable opinion, ceased to carry on business;
- The continued operation of the Services would in the opinion of LawGuide (at its absolute discretion) be unlawful or be commercially non-viable to LawGuide; or
- In LawGuide’s reasonable opinion, the Customer attempted to use, is likely to use or has used the Services, the LawGuide Mobile Application, the Documentation or the Software (whether with or without the authorisation and/or permission of LawGuide) in contravention of any law.
- In the event that any governmental or regulatory authorities directs or instructs or gives guidance that LawGuide should cease the Services, the LawGuide Mobile Application or the Software; or the Services, the LawGuide Mobile Application or the Software would cause LawGuide to be in breach of any applicable laws or guidance to which it is subject, LawGuide shall be entitled to immediately terminate this Agreement forthwith without entitling the Customer to receive any compensation in respect of the termination.
- LawGuide reserves the right to immediately suspend the Services and/or terminate this Agreement if LawGuide is unable to provide the Services or is unable to continue providing the Services due to a termination of the underlying licence or agreement permitting LawGuide to use the software or system through which the Services are to be provided. LawGuide shall not be liable to the Customer whatsoever and the Customer shall not be entitled to receive any compensation from LawGuide, arising from such immediate termination.
- Regardless of termination of the Agreement for any reason, the Customer shall remain obligated to pay LawGuide all Subscription Fees and any other sums that have accrued or are otherwise owed by the Customer to LawGuide up to the date of termination.
- Unless otherwise expressly stated, any termination by either Party of the Agreement shall be without prejudice to any other rights or liabilities of either Party accrued prior to and including the date of termination.
- Any termination or suspension of the Services by LawGuide for whatever reasons shall not entitle the Customer to receive any compensation in respect of the termination or suspension.
- Any termination of the Agreement (howsoever occasioned) shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Without limiting the generality of the foregoing, Clauses 15.11 to 15.14shall survive termination of the Agreement.
- On termination of this Agreement for any reason: –
- All licences granted by LawGuide to the Customer under this Agreement shall immediately terminate;
- LawGuide may destroy or otherwise dispose of any of the Customer Data in its possession unless LawGuide receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. LawGuide shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and/or resulting from termination (whether or not due at the date of termination). The Customer shall pay LawGuide all reasonable expenses incurred by LawGuide in returning or disposing of the Customer Data.
- Where this Agreement has been terminated due to the Customer exercising its right under Clause 15.4or due to a breach of this Agreement by the Customer, all Subscription Fees that are payable for the then existing twelve (12) month term in question (whether it is the Initial Subscription Term or any Renewal Period) shall:
- If still unpaid, be immediately paid by the Customer to LawGuide; or
- If already paid to LawGuide, shall be retained by LawGuide as monies lawfully due and owed to LawGuide by the Customer, without prejudice to LawGuide’s other rights or remedies under this Agreement or at law.
- Where this Agreement has been terminated by LawGuide not due to a default of the Customer or a breach of this Agreement by the Customer, LawGuide shall be paid a pro-rated portion of the annual Subscription Fees that are payable for the then existing twelve (12) month term in question (whether it is the Initial Subscription Term or any Renewal Period), where the Customer’s had subscribed to the Services on an annual basis, and in this regard: –
- If such Subscription Fees for the then existing twelve (12) month term in question have not been paid by the Customer to LawGuide, the Customer shall immediately pay LawGuide the pro-rated portion of the annual Subscription Fees computed up till the date of termination of this Agreement; or
- If such Subscription Fees for the then existing twelve (12) month term in question have already been paid by the Customer to LawGuide, LawGuide shall refund the pro-rated portion of the annual Subscription Fees attributable to the remaining period for the then existing twelve (12) month term in question post the date of termination.
16. Force Majeure
- “Force Majeure” means anything outside the reasonable control of a Party (other than in respect of payment obligations), including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage or failure, server crashes, social media network crashes / suspensions, severance of the Internet submarine transmission cable under the sea that prevents or impedes the transmission of data, emergency maintenance on the Services that is necessary to protect the Services in response to actual or reasonably anticipated acts or threats of terrorism (including internet terrorism involving but not limited to the release of new internet viruses and worms that are not in existence at the date of the Agreement), deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, including without limitation where a Party ceases to be entitled to access the Internet or ceases to have access to the Internet for whatever reason, any act or omission (including laws, regulations, disapproval’s or failures to approve) of any government or government agency.
- If a Party is wholly or partially precluded from complying with its obligations under the Agreement by a Force Majeure event, then that Party’s obligation to perform in accordance with the Agreement will be suspended for the duration of the Force Majeure event and that Party shall not be liable in any way whatsoever for its failure to perform for the duration of the Force Majeure event.
- If such event continues for a period in excess of thirty (30) continuous Business Days, then the Party whose performance is not prevented by such Force Majeure event shall be entitled at its sole discretion to terminate the Agreement forthwith on notice in writing.
- Except as otherwise expressly set out herein, termination of the Agreement as aforesaid shall be without prejudice to the rights or liabilities of the Parties that have accrued prior to the date of termination.
- In the event of any conflict or inconsistency between these General Terms and Conditions and any other terms relating to the Marketing Services, the terms set out in the Invoice / Purchase Order issued by LawGuide and accepted / paid by the Customer shall prevail to the extent of such inconsistency.
- If there is an inconsistency between any of the provisions in the main body of these General Terms and Conditions and the Schedules, the provisions in the Schedules shall prevail to the extent of such inconsistency.
- In the event of any conflict or inconsistency between the EULA and this Agreement, the terms set out in this Agreement shall prevail to the extent of such inconsistency.
- LawGuide shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the Services and/or any page of this Website.
- The waiver by a Party of a breach or default of any of the provisions of the Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of a Party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party. A waiver has to be in writing to be effective.
- If any of the provisions of the Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
- No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise.
- You may not assign or transfer all or any of your rights or obligations under this Agreement or dispose of any right or interest in this Agreement without the prior written consent of LawGuide.
- LawGuide may at any time assign, transfer, charge, subcontract or deal in any other manner, with all or any of its rights or obligations under these Terms without your consent or further notice to you.
23. No Partnership Intended
- The relationship of the Parties shall be solely that of independent contractors. Nothing in the Agreement shall be deemed to constitute, create or give effect to or otherwise recognise a joint venture, partnership or formal business entity of any kind, and the rights and obligations of the Parties shall be limited to those expressly set forth herein. Nothing herein contained shall be construed as authorising either Party to act as an agent or representative of the other Party.
24. Contracts (Rights of Third Parties) Act
- A person who is not a party these terms and conditions shall have no right under the Contracts (Rights of Third Parties) Act (Cap.53B) to enforce any of these terms and conditions.
25. Governing Law and Jurisdiction
- This Agreement and these Terms are to be construed in accordance with the laws of the Republic of Singapore and in the event of any dispute or claim associated with these terms and conditions, that dispute or claim shall be subject to the exclusive jurisdiction of the Singapore Courts.
- Any dispute arising out of or in connection with this agreement must first be submitted for mediation at the Singapore Mediation Centre (SMC) in accordance with SMC’s Mediation Procedure in force for the time being, failing which the dispute shall be referred to and finally and conclusively resolved by the Singapore Courts.
- Any Party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 90 days thereof. Every party to the mediation must be represented by senior executive personnel, or at least the seniority of a Head of Department or its equivalent, with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.
Please contact [email protected] for more information.