Terms of Business
We are Cockerel Software Limited and we own and operate FormEvo. FormEvo is a web-based service for the creation of legal forms.
As at the date of our launch, there is nothing similar to FormEvo available in the United Kingdom marketplace so we would appreciate it if you would read through our Terms of Business so that you understand how the differences between our business model and those of our more conventional competitors affect the terms upon which we provide the FormEvo service to you.
Cockerel Software Limited is incorporated in England & Wales under registered number 03505184. Our registered office is located at Third Floor, Citygate, St. James' Boulevard, Newcastle upon Tyne, Tyne & Wear, NE1 4JE.
These Terms of Business
We are going to use certain phrases repeatedly in this document. Where we do, they will have the meanings set out in this section.
|Archived Forms||Forms that you have saved or finalised and which may be retrieved at any time prior to the termination of your Registration;|
|Content||the Forms that are provided as part of the Service;|
|Fee||the standard fee charged for each form that you "finalise";|
|FormEvo||the FormEvo service, as provided via www.formevo.co.uk;|
|Forms||the legal forms that make up the Content;|
|Intellectual Property Rights||all intellectual property rights of whatever nature in FormEvo and the Content, including trade marks, patents, design registrations and copyright, whether such rights are registered or not and including applications for registered rights where those applications have yet to be granted;|
|MR01.co.uk||the MR01.co.uk service, as provided via www.mr01.co.uk;|
|Our Content||Forms that we have designed to perform the function of and act as substitute for forms controlled by third parties that we are not licensed to provide;|
|Registration||the process you instigate in forming this contract with us, based on these Terms, and which state continues until your Registration is terminated in accordance with these Terms;|
|Template||a Form that you have completed and which is stored on FormEvo for repeated re-use;|
|Third Party Content||Forms owned by third parties that we are licensed to provide;|
|You||you, our prospective user, or your employer in the event that you are subscribing on behalf of your business rather than as an individual;|
We make reference to various provisions and other types of legislation. Where we do this, the reference includes subordinate legislation made under those provisions and all amendments, modifications and re-enactments together with any new legislation or other provisions that are introduced by Parliament or any other competent authority for the purpose of replacing the provisions that we have referenced here.
The headings in this document are provided for ease of reference only and do not affect how the Terms are to be interpreted. Use of the singular includes the plural and use of one gender includes the other. When we use the word "including", what follows will not be a comprehensive or definitive list unless we expressly state that to be the case.
Where we refer to a person, this includes individuals, partnerships, companies of various kinds, government departments or public sector organisations such as NHS trusts and universities and any party of any description that is capable of suing or being sued. We are also referring to the successors, transferees or assignees of any of these parties, at least to the extent that such a transfer or assignment is permitted under these Terms.
These Terms contain a number of restrictions and obligations. These restrictions and obligations are to be interpreted so as to include an obligation to procure that the thing in question be done or not be done as the case may be and in the case of restrictions, also included is an obligation not wilfully to allow the thing in question to be done.
This document sets out the terms upon which we deliver FormEvo to you and it applies to all use made of FormEvo by all our users without exception. If you wish to register with FormEvo in order to use the service, you must accept these Terms of Business. You can indicate your acceptance of these Terms by checking the box at the end of the Registration process.
Although there are some limited parts of the website that you can use without registering, if you want to use FormEvo, you must complete your Registration first. Our contract with you is based on these Terms and the details you provide to us when completing your Registration.
When you have completed the Registration, you will have formed a legally-enforceable contract with us, either on your own behalf if you are registering as an individual or on behalf of your employer if you are registering on its behalf. Where you register on behalf of your employer, you confirm that you are duly authorised to bind your employer into a contract with us. If you are not appropriately authorised, this contract may, at our option, continue to take effect but the contracting party will be you as an individual and not your employer. You also confirm that you are 18 years of age or over and that you are capable of entering into binding contracts.
You may not transfer or sell your rights under this contract to anybody else nor may you use it as security for anything. The nature of running a service like FormEvo means that we may, for some reason have to assign our contract with you to another business (for example, as part of a restructure or if FormEvo is bought by another company) and so we reserve the right to do so should the need arise.
We may change these Terms from time to time and when we do, we will contact you to you notify you of the changes we have made. If you continue to use FormEvo after we have sent that notification, you will do so having accepted the new terms. If you do not wish to accept the changes we have made, you may terminate your account with immediate effect.
You can terminate your Registration at any time. Please see below for details of how to terminate and the consequences thereof.
You do not have to be legally qualified to use FormEvo. We do not require that you be a solicitor, a licensed conveyancer, a barrister, a legal executive, a patent attorney, a legal costs draftsman or any other form of legal professional. However, FormEvo has been designed on the basis that you have a degree of professional expertise. Whilst we provide some support in the operation of FormEvo (see below) as far as the Content is concerned, our obligation begins and ends with the provision of Content that satisfies the requirements of these Terms.
Although we will do our best to keep FormEvo live and functioning correctly at all times, FormEvo is provided on a 'pay-as-go' basis. We do not warrant that your access and use of FormEvo will be uninterrupted and/or error free. Any loss or damage you believe you have suffered because FormEvo is unavailable or the service has in some way malfunctioned is excluded.
We own all Intellectual Property Rights in FormEvo (aside from the Content, further to which please see below) and we confirm that we are free to grant you access to and use of FormEvo.
We warrant that all Content is current and up-to-date and that as long as it is used only for the purposes for which it was designed and is intended, it will be fit for those intended purposes. In the event that any form becomes obsolete as a result of a change in the law, we may suspend the form temporarily until we have prepared replacement. Alternatively, where the change required renders the old form out-of-date but not necessarily unusable, we may leave the old form live with a warning notice explaining the position. Should you choose to use the form, you do so at your own risk.
The Intellectual Property Rights in Third Party Content are owned by the respective proprietors thereof. We warrant that we are entitled to licence the Third Party Content to you.
Where we have been unable to obtain an economically viable licence (or any licence) from the owners of the rights in certain forms, we have created our own versions of those forms (referred to in these Terms as 'Our Content'). These forms are designed to extract and present precisely the same information as the forms for which they are designed to stand as substitute but we cannot guarantee that they will be accepted by third parties.
We own the Intellectual Property Rights in Our Content and we warrant that the use of Our Content will not infringe the rights of any third party. We will indemnify you against all liabilities, costs and expenses that you incur as a result of using Our Content. This indemnity is conditional on the following:
- The liability, costs and expenses you have suffered have arisen as a result of your use of Our Content only for the purposes for which it was intended;
- You give us notice of any alleged infringement as soon as you become aware of it;
- You provide us with sole conduct of the defence to any claim or action in respect of any alleged infringement and that you do not admit liability or otherwise attempt to compromise the claim or action unless we have given you written instructions to do so; and
- You act in accordance with our reasonable instructions including providing us with any assistance we might need in order to defend allegations of infringement (which might include commencing an action to obtain an injunction preventing a third party from making unwarranted threats of infringement).
You may use all Content only in the form in which it is delivered to you by FormEvo. If you make any changes to the wording or design of the Content other than the completion of fields that are intended for your input, all warranties given in these Terms relating to the Content will be void. You are not permitted to remove any copyright notice displayed on any Content.
Once you have completed a form, you may use it for the purposes intended for that Content. This includes making further electronic or hard copies. However, you may not alter, whether in hard copy or in any electronic form or in any combination of the two, any Content that you have confirmed in FormEvo as "finalised". If you need to make amendments to a form that you have completed on FormEvo and you are unable to do so, you will need to complete a new copy of that form.
There is no charge to register. You may use as many forms as you like of any description. In order to make use of a form that you have completed, you will need to "finalise" it and in so doing, you will be charged the Fee applicable for the Form in question.
Once you have registered, we may, at our option, offer you a credit account and if you wish to use a credit account, you must first complete a Direct Debit Mandate in our favour. Setting up a credit account will allow you to nominate further users within your organisation that will be permitted to use FormEvo via your registration. Any forms finalised by you or any colleagues you so nominate will be debited to your credit account and at the end of each calendar month, we will generate an invoice in electronic format. Seven days following the date of each invoice, we will debit from the account you have specified on your Direct Debit Mandate.
Use of the Direct Debit scheme is subject to the Direct Debit Guarantee (details of which are provided with the Direct Debit Mandate) and you may cancel the Direct Debit arrangement with us at any time, though if you do, your account will be automatically suspended and you will not be able to access saved forms or templates that you have created until you have made new arrangements with us. If the need arises, perhaps because you wish to switch to a different bank account, please let us know so that we can make the requisite changes (including issuing you with a new blank Direct Debit Mandate) and avoid any unnecessary interruption to your use of FormEvo.
If you fail to settle any invoice when it is due, we may charge interest at 5% above the base rate of Lloyds TSB Bank PLC as it stands at the time of the due date. We may also suspend or terminate your credit account and/or your Registration, at our discretion.
Confidentiality & Your Data
Forms may be saved either in draft format on FormEvo or may be downloaded (or printed) once 'finalised'. You may also create a 'Template' to save time later. Templates are Forms what have been partially completed before being saved on FormEvo. For example, a Template may be completed with your contact details or the name and address of your client as a party recorded on a form regularly used.
All Forms that you create are archived once they have been saved and finalised and can be retrieved at any time until your Registration has been terminated.
Templates and Archived Forms are stored by us securely and if you require details of our security arrangements, please contact us. We confirm that we shall treat all Templates and Forms (including draft Forms and Archived Forms) as strictly confidential and we will not disclose to any third party any Templates or Forms (whether Archived, draft or otherwise) into which you have inputted data save as directed by you or as required by law.
In this clause, we will refer to the Data Protection Act 1988 as "the DPA". Where we refer to personal data, we are using the term as defined by the DPA and we refer to data about you or your colleagues or relating to your clients or third parties that you have recorded in draft, completed or Archived Forms or otherwise stored in FormEvo (for example, as part of your Registration).
We will process all personal data you provide to us through FormEvo in accordance with the DPA and any associated or subsequent legislation, codes or practice or statutory instruments. We will process personal data provided by you only on your instructions and we will take reasonable precautions to keep your personal data secure, to prevent unauthorised disclosure and to ensure that appropriate steps are taken to guard against accidental loss, destruction or damage or any unlawful processing of your personal data.
We will not be liable for any breach of the DPA by any sub-contractor to whom we may lawfully pass your personal data but we will, if you request, provide you with a list of the sub-contractors who have access to your personal data in providing services for us. You give us your consent to process (as defined by the DPA) personal data about you for the purpose of providing FormEvo services to you.
You warrant that the data you upload to FormEvo will contain no material that is offensive, obscene, abusive, libellous, false, misleading, illegal, immoral, or otherwise unlawful save where you are doing so as part of legitimate legal process, such as recording such material as part of the particulars of claim recorded on a Claim Form. You confirm that you will use FormEvo only for the purposes intended and that you will not use it to distribute unsolicited commercial messages of for any other purpose for which FormEvo is not intended.
When you create your Registration you will be asked to choose a username and password and if you choose to make use of a credit account, you may set up your colleagues as users. It is your responsibility to ensure that a suitably secure password is chosen. We recommend at least 7 characters with a mixture of letters and numbers. You may also like to include a combination of lower and upper case and, if you are particularly daring, you might like to include punctuation as well. Please make sure that neither you nor your colleagues share passwords or usernames at all. Ever. If your account is hacked, there could be drastic consequences for you, your practice and your clients and if it happens because you are using insecure passwords or have shared your log-in details, we will not be liable under any circumstances.
Training & Support
We provide support only in the operation of FormEvo. How you use the Content is up to you and by completing the Registration process, you warrant that you are possessed of sufficient technical knowledge to make use of the Content.
We do not provide training services nor do we provide on-site support. We believe that if you have used packages provided by other legal forms providers, you will find FormEvo considerably more intuitive.
If, because of a fault in FormEvo, a Form that you have finalised is, once generated, garbled or indecipherable, we will refund in full both the payment you have made for the Form in question and the cost of your support call.
You may terminate your Registration at any time. Please follow the instructions on FormEvo. If you have a credit account, an invoice will be issued immediately or at the end of the calendar month (at our discretion) for the Fees that you have incurred and which have not been invoiced as at the date of the termination of your Registration.
We may, at our discretion, terminate or suspend your Registration should:
- you fail to pay when due any Fees;
- you use FormEvo to disseminate spam or in anyway to store or circulate material that infringes the intellectual property rights of others or is otherwise unlawful;
- you commence or enter into any form of insolvency proceedings, including entering into a voluntary arrangement with your creditors, become bankrupt or enter into liquidation (as applicable), administration or an encumbrancer take possession of or a receiver or administrator is appointed over any of your property or assets;
- you cease to trade or threaten to cease trading.
When your Registration is terminated, you will no longer be able to access your Archived Forms or any draft forms you are working on. Please make sure you have downloaded all material you wish to preserve post-termination.
Our confidentiality obligations and obligations under the DPA will continue notwithstanding the termination of your Registration for any reason as will the limitations to and exclusion of our liability under these Terms.
We will not be liable to remedy any breach of any warranty, undertaking or representation that we have given under these Terms where that breach or failure results from your misuse of FormEvo or your use of FormEvo for any purposes other than that for which it was designed or where the breach has arisen as a result of your breach of these Terms.
You accept that we have no in-depth knowledge of your business or your precise requirements and that the Content is provided, subject to the warranties give in these Terms, on an 'as is' basis. We do not warrant that the Content or the operation of FormEvo will meet your requirements or will be uninterrupted or error-free.
We have provided a number of warranties, conditions and representations About us and the Content in these Terms. Aside from these warranties, all conditions, warranties, terms, collateral contracts and undertakings relating to FormEvo and/or the Content, whether expressed elsewhere or implied by statute or common law, are hereby excluded to the fullest extent permitted by law.
You accept that you are best placed to assess the value of the data that we process for you as you use FormEvo. Although we will maintain adequate levels of security and business continuation in the event of a crisis and mindful at all times of our obligations to you under the DPA, we will not be liable under any circumstances for loss of data, loss of goodwill, loss of profit or of opportunity or any other form of so-called indirect or consequential loss (including loss or damage you suffer as a result of third party action) that you believe to have arisen as a result of a failure of FormEvo or some defect in the Content, whether such loss or damage was reasonably foreseeable or not or whether you had in fact told us of the possibility that you would incur this loss or damage.
Subject to the rest of this clause and these Terms generally, our entire liability in respect of our negligence or breach of these Terms shall be limited to an amount equal to the aggregate of the Fees you have incurred and which you have paid in the twelve calendar months preceding the event giving rise to the liability in question.
We will not be liable for any breach or negligent issue unless you have informed us of the event allegedly giving rise to the liability in question within 3 months of the event in question. You further agree to allow us 28 days to correct any breach capable of being corrected.
We will not be liable to you for any failure in the functionality or availability of FormEvo that is due to circumstances that are beyond our reasonable control.
Nothing in these Terms shall interpreted so as to limit or exclude our liability for personal injury or death caused by our negligence or for fraud or fraudulent misrepresentation.
We, which is to say, you and us, are independent businesses and we are not operating in any kind of partnership or in any kind of principal/agent or employer/employee relationship nor in any other kind of relationship of trust to each other.
In order to have the effect intended for them, some of the provisions of these Terms will survive the termination of your registration, howsoever that comes about.
If, for some reason, a court or regulatory authority decides that any part of these Terms is unenforceable, the remainder shall remain in force regardless.
Just because we do not insist on your compliance with any one or more of your obligations under these Terms does not mean that we waive our right to insist on that compliance at some later date.
There may be occasions when the law requires information that we give you or communications you wish to send us have to be in writing. Where that is the case, you agree that such communications and information may be transmitted electronically. Nevertheless, if you wish to write to us in hard copy, you may address your letter to the registered office address given at the top of these Terms. For the purpose of these Terms, you may deem that we have received that letter seven days after the date you have posted it (to give us the chance to collect it).
With regard to any indemnity given by you to us or us to you under these Terms, the party with the benefit of that indemnity will take all reasonable steps to reduce or mitigate the loss covered by that indemnity.
No person who is not a party to our agreement with you shall have any rights under the Contracts (Rights of Third parties) Act 1999 to rely upon or enforce any of the provisions of these Terms. However, this does not affect any right or remedy of the third party that exists or is available apart from that Act.
The use of FormEvo complies with English law. You must make sure that using FormEvo will not breach any applicable laws or regulations in whatever jurisdiction that you happen to be located in, if not England and Wales. We will not be liable should you fail, whether directly or indirectly, deliberately or accidentally, to comply with those laws and regulations and you will indemnify us for any loss or expense we incur as a result of dealing with any investigations, claims or other regulatory or civil action that occurs as a result of that failure. These Terms and our agreement with you are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the English Courts.