Counsel Universe

Terms of Service

Introduction

These Terms, as may be amended from time to time, govern your use of the website located at www.counsel-universe.com and all related sub-domains, operated by Counsel Universe Limited.

These Terms form a binding legal agreement between:

You, being the person or entity accessing or using the Website, Platform or Services; and
Counsel Universe, the owner and operator of the Website, Platform and Services.

Please read these Terms carefully as they affect your legal rights. By accessing or using the Website, Platform or Services, you confirm that:

You have read and understood these Terms;
You agree to be legally bound by these Terms; and
You will comply with all provisions contained within these Terms.

If you do not agree to these Terms, you must not access or use the Website, Platform or Services.

You must be at least 18 years of age to use this Website, Platform or Services. By using the Website, Platform or Services, you represent and warrant that you are 18 years of age or older.

Terms of Service

Definitions

In these Terms, including the Introduction section, unless context otherwise requires, the following terms will have the meanings set out below:

Confidential Information means any information of a confidential nature (whether written, oral, electronic or in any other form) disclosed by one party to the other party (whether before or after the date of these Terms) which:

is marked or designated as confidential or proprietary;
would reasonably be considered confidential given its nature or the circumstances of disclosure; or
relates to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets, software, market opportunities, or personnel of the disclosing party or its Group.

Content means any and all text, graphics, images, audio, video, software, data compilations, page layouts, underlying code and software, and any other form of information or material capable of being stored in a computer that appears on or forms part of the Website, Platform or Services, including User Generated Content.

Counsel Universe, we, us, or our means Counsel Universe Limited, a company incorporated in England and Wales with company registration number 12703998 and having its registered office at Level 3, 115 Golden Lane, London EC1Y 0TJ.

Group means, in relation to a party, that party together with:

its subsidiaries; and
its parent entities;

Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Matter means a legal matter, case, transaction, project, or other work item that you create and manage on the Platform.

Personal Data has the meaning given in the UK GDPR and the Data Protection Act 2018.

Platform means the cloud-based platform operated by Counsel Universe on which the Software runs, including:

the Software;
all related infrastructure, servers, and data storage facilities; and
all files, documents, information, and data stored, held, or managed through the Software.

Privacy Policy means our privacy policy available at www.counsel-universe.com/privacy or as otherwise notified to you, as updated from time to time.

Project means a collaborative workspace or collection of related Matters created on the Platform.

Services means the services provided by Counsel Universe to Users through the Website and Platform, as described on the Website and as may be updated from time to time.

Software means the proprietary software owned or licensed by Counsel Universe that underlies the Counsel Universe platform and enables the Services, including all:

source code, object code, and executable code;
algorithms, methods, processes, and techniques embodied in the software;
updates, upgrades, modifications, enhancements, and new versions; and
related documentation, comments, annotations, and technical materials.

Sub-Processor means any third party (including members of Counsel Universe's Group) appointed by Counsel Universe to process Personal Data or Confidential Information on its behalf in connection with the provision of the Services.

User, you, or your means any person or entity that accesses or uses the Website, Platform or Services, excluding:

any person employed by Counsel Universe who is acting in the course of their employment; or
any consultant or contractor engaged by Counsel Universe who is accessing the Website, Platform or Services in connection with the provision of services to Counsel Universe.

User Generated Content means any Content that you or any other User uploads to, submits via, or makes available through the Website or Platform, including without limitation text, documents, images, photographs, videos, audio files, data, and any other materials.

Website means the website located at www.counsel-universe.com and all related sub-domains, together with all content, functionality, and services offered on or through such website.

Acceptable Use and Intellectual Property

The Content, unless uploaded by Users, is the sole property of Counsel Universe, its Group, our affiliates or other relevant third parties. By continuing to use the Website, Platform or Services, you acknowledge that Counsel Universe Content is protected by our Intellectual Property Rights. Nothing during the course of your use of the Website, Platform or Services as governed by these Terms will construe granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo, service mark or Content displayed on the Website, Platform or Services without Counsel Universe’s prior written permission.
You may, for your own personal, non-commercial use only, retrieve, display, and view the Content on a computer screen. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Counsel Universe
You must not attempt to derive the source code of the Software by any means whatsoever. You acknowledge and agree that you have no right to:
1. access the Software in source code form;
2. access the Software in uncompiled or unlocked form;
3. access any comments, annotations, or documentation embedded in the Software code; or
4. reverse engineer, decompile, or disassemble the Software or any part of the Software.
You acknowledge that you are responsible for any Content you may upload to the Website or Platform, including the legality, reliability, appropriateness, originality, and copyright of any such Content. You may not upload to, distribute or otherwise publish through the Website or Platform any Content that:

A. is confidential, proprietary, false, fraudulent, libellous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on Intellectual Property Rights, abusive, illegal or otherwise objectionable;

B. may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or

C. may contain software viruses, chain letters, mass mailings, or any form of "spam."

D. uses a false email address or other identifying information, impersonates any person or entity or otherwise misleads as to the origin of any content.

E. includes commercial content.
You represent and warrant that:

A. You own or otherwise control all the rights to the Content you upload to the Website or Platform;
B. the Content is accurate;
C. use of the Content you supply does not violate any provision of these Terms and will not cause injury to any person or entity; and
D. you will to the maximum extent permitted by law indemnify and defend Counsel Universe for all claims resulting from Content you upload to the Website or Platform.

User Generated Content

If it is the case that you supply or upload any User Generated Content to the Website or Platform,The User Generated Content you supply must comply with the following rules:

a. it must not be obscene, abusive, offensive or racist;
b. it must not promote or propose hatred or physical harm against anyone;
c. it must not harass or bully another person;
d. it must be true and honest so far as you know;
e. it must not: (a) constitute pornography; or (b) be sexual or sexually suggestive involving minors;
f. it must not be defamatory of anyone;
g. it must not use the material or content or infringe the rights or privacy of anyone else; ;
h. it must not contain someone else’s personal details or confidential information relating to other people;
i. it must not promote discrimination, whether based on race, sex, religion, nationality, disability, sexual orientation or age;
j. it must not promote or condone terrorism, violence or illegal behaviour;
k. it must not be harmful to minors in any way;
l. it must not impersonate any person, or misrepresent your identity or affiliation with any person;
m. it must not give the impression that it emanates from or is endorsed by us, if this is not the case; and
n. it must not violate these Terms.
We take no responsibility for, and we do not expressly or implicitly endorse, any User Generated Content. By uploading your User Generated Content, you agree that you have all rights, power and authority necessary to grant the rights to such User Generated Content as set out in these Terms.

As you alone are responsible for your User Generated Content, you may expose yourself to liability if you post or share User Generated Content without all necessary rights.
We do not oversee, monitor or moderate any User Generated Content which is uploaded to the Website or Platform. If you become aware of any User Generated Content that breaches clause 4 and/or 6 above, please contact us at help@counseluniverse.com, providing details of:

a. the date on which it was posted and where it can be found on the Website or Platform;
b. the username of the person who posted it;
c. reasons why the content should be deleted; and
d. copies of any communication with the person who posted it (if any).
We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by you or any person that we think contravenes these rules.

Prohibited Use

You may not use the Website, Platform or Services for any of the following purposes:

in any way which causes, or may cause, damage to the Website, Platform or Services or interferes with any other person's use or enjoyment of the Website, Platform or Services;
in any way which is harmful, unlawful, illegal, abusive, harassing, threatening or otherwise objectionable or in breach of any applicable law, regulation, governmental order;
making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner;
which is in violation of these Terms.

Confidentiality and Security

Each party (the Receiving Party) shall keep confidential all Confidential Information of the other party (the Disclosing Party) which may become known to the Receiving Party and which relates to the Disclosing Party or its Group. The Receiving Party shall not use such Confidential Information for its own purposes (other than performing its obligations under these Terms) nor disclose it to any third party without the prior written consent of the Disclosing Party, except that the Receiving Party may disclose Confidential Information to its professional advisers or to the extent required by law, court order, or any governmental or regulatory authority.

This obligation shall not apply to information which is in the public domain or enters the public domain otherwise than as a breach of these Terms. The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. If the Receiving Party becomes aware of any unauthorised disclosure of Confidential Information, it shall promptly notify the Disclosing Party and take all reasonable steps to mitigate any adverse consequences of such disclosure.
Information uploaded onto the Platform by you shall be kept confidential by Counsel Universe, except that Counsel Universe may permit access to:

a. other Users with whom you have chosen to collaborate on a specific Matter or Project; and
b. the extent necessary to provide the Services or as required by law. This obligation shall not apply where such information is or becomes publicly available other than through the fault of Counsel Universe.

Counsel Universe shall have the right to carry out analytics and diagnostics on the Platform and the information stored on it (including all activity, usage, and data), provided that Counsel Universe shall only make available the results of such analytics to third parties in anonymised and aggregated form that maintains the confidentiality of your specific information.
If Counsel Universe has reasonable grounds to believe that there is or is likely to be any misuse of the Website, Platform or Services, any breach of security, or that your account has been or may be compromised, Counsel Universe may require you to immediately change your password and/or may suspend your account until the issue is resolved.
Counsel Universe or any member of its Group may appoint third parties (including members of Counsel Universe's Group) as Sub-Processors to process data under these Terms. By accepting these Terms, you authorise Counsel Universe to appoint the Sub-Processors listed at www.counsel-universe.com/sub-processors/.

Links to Other Websites

The Website or Platform may contain links to other websites. Unless expressly stated, these sites are not under the control of Counsel Universe or members of our Group.
We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
The inclusion of a link to another site on the Website or Platform does not imply any endorsement of the sites themselves or of those in control of them.

Privacy Policy

Use of the Website, Platform and Services is also governed by our Privacy Policy, which may be accessed at the following:
https://www.counsel-universe.com/privacy-policy

Availability of the Website and Disclaimers

The Services are provided "as-is" and on an "as available" basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of the information, compatibility, and satisfactory quality. Counsel Universe is under no obligation to update information on the Website or Platform.
Whilst Counsel Universe uses reasonable endeavours to ensure that the Website, Platform and Services are secure and free of errors, viruses and other malware, we give no warranty or guarantee in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
Counsel Universe accepts no liability for any disruption or non-availability of the Website, Platform or Services.
Counsel Universe reserves the right to alter, suspend or discontinue any part (or the whole of) the Website, Platform or Services including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website, Platform or Services unless it is expressly stated otherwise.

Term and Termination

These Terms take effect from when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time by discontinuing the use of the Services and providing notice to us. We may similarly terminate upon notice at any time.
Upon termination you will stop using the Services and you will promptly return or destroy (at our discretion) any Confidential Information.
The sections of these Terms which would customarily survive such an agreement will survive termination (for example, confidentiality and intellectual property provisions).
Within a timeframe determined by us acting reasonably, we will securely delete your Personal Data and Customer Generated Data unless instructed otherwise by you.

Limitation of Liability

Nothing in these terms and conditions will:

a. limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable;
b. limit or exclude our or your liability for fraud or fraudulent misrepresentation; or
c. limit or exclude any of our or your liabilities in any way that is not permitted under applicable law
We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
To the maximum extent permitted by law, Counsel Universe accepts no liability for any of the following:

a. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
b. loss or corruption of any data, database or software; and/or
c. any special, indirect or consequential loss or damage.

General

You may not transfer any of your rights under these Terms to any other person. We may transfer our rights under these Terms where we reasonably believe your rights will not be affected.
These Terms may be varied by us from time to time at our sole discretion. Such revised terms will apply to the Website, Platform and Services from the date of publication by giving you seven (7) days notice. Users should check the Terms regularly to ensure familiarity with the then current version. In the event you do not agree to the revised Terms, you should stop using the Website, Platform and Services immediately.
These Terms together with the Privacy Policy contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the Terms.
If any court or competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms will not be affected.
Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
These Terms shall be governed by and interpreted according to the law of England and Wales, and all disputes arising under these Terms(including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Counsel Universe Details

Counsel Universe Limited is a company incorporated in England and Wales under the registration number 12703998 whose registered address is Level 3, 115 Golden Ln, London EC1Y 0TJ and it operates the Website, Platform and Services.
If you have any questions relating to these Terms, you can contact Counsel Universe by email on help@counseluniverse.com.