These terms and conditions (“Terms”) govern your (you being the "Customer") access to and use of Juro's contract management and signing tool (the "Services"). By using the Services, including commenting on a contract or signing any contract through Juro (including as a counterparty), you are agreeing to be bound by these Terms. If you do not agree to be bound by these Terms, you are not permitted to use the service.
In these Terms, “Contract” refers to a contract generated, submitted, received, commented on, signed or uploaded by you for processing
The Customer shall be responsible for verifying compliance with any formalities or other requirements applicable to such other contracting activity. Juro gives no warranty and makes no representations in relation to the suitability of the service for use in respect of any Contracts.
Juro is not responsible for determining legal or regulatory requirements applicable to the Customer in respect of retention or deletion of Contracts.
Juro shall not be obliged to make available Contracts to any person other than the Customer.
Customer undertakes to determine whether any person correctly classified as a ‘consumer’ under applicable law is a party to any Contract, and for complying with any formalities or other requirements applicable as a result of such consumer status.
As part of the Services, Juro facilitates for the Customer the electronic signing of legal documents by both the Customer and the Customer’s counterparties. The Customer hereby acknowledges that:
Signatures to contracts formed by the use by the Customer of the Services (in accordance with these Terms and applicable law) are intended to meet the definition of ‘electronic signature’ under Regulation (EU) No 910/2014 on electronic identification and trust services for electronic transactions in the internal market, (EIDAS).
The Customer acknowledges that various contract types may not be able to be validly executed using electronic signatures or may be the subject of specific formalities, or storage and retention or information provision requirements imposed by law. For example, certain insurance and credit agreements and certain contracts with consumers.
The Customer, not Juro, is responsible for determining the extent to which of any such requirements apply in respect of its own business activities and as such responsible for ensuring that the Services are not used in respect of any Contracts which may not be lawfully be created, executed or stored by means of the Services.
The Customer will not, directly or indirectly:
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Juro (at [email protected]).
The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like.
The Customer shall:
Juro reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 3.
Juro undertakes that the Services will be performed substantially in accordance with the Service Description and with reasonable skill and care.
The undertaking above shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Juro's instructions, or modification or alteration of the Services by any party other than Juro or Juro's duly authorised contractors or agents.
If the Services are not provided in accordance with the Services Description or are not provided with reasonable skill and care, Juro will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. This constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out above in this Clause 5.
To be clear, Juro:
Juro shall own and retain all right, title and interest in and to:
Nothing in these Terms shall operate to assign or transfer any intellectual property rights from Juro to the Customer.
The Customer warrants to Juro that any data it supplies to Juro will not infringe upon the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law or regulation.
The Customer hereby grants to Juro a worldwide, non-exclusive licence to use its trade marks, logos and other necessary intellectual property in any marketing or promotional materials including, but not limited to, on Juro’s website.
"Juro" is a registered trade mark of Juro Online limited. All rights reserved.
The Customer shall own all right, title and interest in and to the data inputted by or for the Customer for the purpose of using the Services (the “Customer Data”) as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
The Services provide the means to store Contracts created using the Services to be stored as pdf or html files on Amazon Web Services or download individual Contracts as pdf files. Additionally, the Customer may choose to use the Services to transfer such files to, and store such files on, any third party storage facility integrated and supported by Juro from time to time (for example, Google Drive) (“Customer Storage Partner”).
Juro stores Contracts on servers operated and controlled by Amazon Web Services (or such other hosting partner as it may contract with from time to time), in respect of which information security practices policies and safeguards have been applied to a standard commensurate with ISO 27001.
In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Juro to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Juro in accordance with the archiving procedure described in its Data Security Policy in force from time to time. Juro shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Juro to perform services related to Customer Data maintenance and back-up).
Notwithstanding anything to the contrary, Juro shall have the right to collect and analyse Customer Data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Customer Data and data derived therefrom), and Juro will be free (both during and after the term of these Terms):
To the extent that Juro processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and Juro shall be a data processor and in any such case:
The Customer acknowledges that the Services may enable or assist it to access the services or content of or correspond with third-party services (including Slack, Google, Salesforce and any payment processor such as Stripe to which the Services may facilitate access) and that it does so solely at its own risk.
Juro makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or interactions with, any such third-party service.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
Proprietary Information of Juro includes all non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to Juro (for example, the parties and content of contracts) to enable the provision of the Services.
The Receiving Party agrees:
The Disclosing Party agrees that the foregoing shall apply with respect to any information for a period of 3 years.
This clause shall not apply to information that (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) is required to be disclosed by law.
For the avoidance of doubt, Juro may use data or insights provided by the Customer to develop or improve services provided by Juro to the Customer or any other customers of Juro.
The Customer shall defend, indemnify and hold harmless Juro against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:
Juro shall defend the Customer, its officers, directors and employees against any claim that the Services infringe any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
The indemnity immediately above states the Customer's sole and exclusive rights and remedies, and Juro's (including Juro's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Juro is not a law firm or Alternative Business Structure, is not regulated as such and Juro’s directors or employees are not acting as the Customer’s lawyer or providing legal advice. The use by the Customer of the Services does not create a lawyer-client relationship.
The Customer understands that Juro does not practice law, nor does it hold a professional indemnity insurance policy and therefore cannot give legal advice that can be relied upon.
This clause 11 sets out the entire financial liability of Juro (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
Except as expressly and specifically provided in these terms:
Nothing in this agreement excludes the liability of Juro:
Subject to the paragraph immediately above:
The Customer shall be responsible for maintaining the security of accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer accounts with or without the Customer’s knowledge or consent.
The Customer acknowledges that it is responsible for taking back-up copies of data and appropriate precautions to protect the Customer’s computer systems against unauthorised access. If the Customer does anything to or in relation to the Services which is a criminal offence under any law, including but not limited to the Computer Misuse Act 1990, the Customer’s right to use the Services will be withdrawn immediately.
Due to the nature of the Internet the Services are not guaranteed to be delivered free of all viruses and technical defects of any description.
If an event outside a party’s reasonable control (a Force Majeure Event) gives rise to a failure or delay in that party performing any obligation under these Terms (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event. The affected party shall notify the other party of such a Force Majeure Event and its expected duration.
Neither Juro nor the Customer intends or anticipates that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (or any other legislation derived from European Council Directive 2001/23/EC of 12 March 2001) or any amendment or replacement of the same (“TUPE”) shall apply in connection with the activities contemplated by these Terms.
In the event that TUPE does apply, each party agrees to indemnify and hold the other harmless in full for and against all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by the other including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to liabilities, damages, costs, claims and demands suffered by the other arising out of the transfer (or any claimed transfer) of any employee rights by virtue of the application of TUPE in relation to the activities contemplated by these Terms.
Breach of this clause 18 shall be deemed a material breach of these Terms.
These Terms shall constitute the entire agreement between the parties in relation to the subject matter of these Terms, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
Each of Juro and the Customer acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 or any other applicable law or regulation to enforce any provision of these Terms.
These Terms may not be varied except by a written document signed by or on behalf of each of the parties.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any part of these Terms is, or is found to be, unenforceable under a relevant law, that will not affect the enforceability of the rest of these Terms.
The Customer shall not, without the prior written consent of Juro, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
Juro may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Headings in these Terms are included for ease of reading and shall not affect the interpretation of these Terms.
References to ‘writing’ in these Terms include email and communication by means of the Customer dashboard comprised in the Services.
If there is an inconsistency between any of the provisions in the main body of these Terms and the Service Description, the provisions in the main body of these Terms shall prevail.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.