READYDOCS TERMS OF SERVICE
1. Our services
1.1 Nature of the Digital Services
ReadyDocs is a cloud-based legal software service for businesses to create, manage, sign, and store legal and business documents. The technology for these Digital Services is provided by Dragonlaw Singapore Pte Ltd (trading as Zegal) (UEN 201529676G), a company registered in Singapore (“Zegal“). Zegal is not a law firm. Zegal is a technology company and does not perform the services of a law firm or a solicitor, nor can Zegal represent you or act on your behalf in any contentious or non-contentious matters. You must bear in mind that our Digital Services (and your use of our Digital Services) are not intended to be a substitute for legal, accounting, business, tax, or other professional advice or services.
Zegal is a technology company. Zegal is not a law firm and Zegal does not give legal advice. You will only receive Law Firm Legal Services through ReadyDocs if you sign an Engagement Letter with Rajah and Tann.
1.2 Our Site and our App
We strive to keep the information provided in our Site and our App accurate and up to date. However, because laws and regulations and their interpretation and commercial practices are constantly changing, we cannot guarantee that all information in our Site and our App is entirely current, complete or up to date.
The information and tools we provide is for general use only and does not in any way constitute a definitive or complete statement of law.
1.3 Our Documents
While we strive to give you as many practical options as possible when creating documents, we cannot cover all possible situations and therefore we cannot guarantee that the documents created or generated through the App will fit all circumstances.
We cannot guarantee that the documents created or generated by the App, with the input you have given or with any offline changes you have made after generating the document in the App, will be fit for its intended purposes, legally sound and enforceable, or free from liabilities. You must also bear in mind that contractual terms are subject to interpretation which may differ from case to case based on factual circumstances. If you are in doubt as to your contractual rights or obligations, you must consult a suitably qualified lawyer.
1.4 Customer Service
Technical and service support will be provided by Zegal’s customer service team, who may communicate with you via live chat, email, phone call, or other means. You must bear in mind that Zegal is a technology company and no part of that communication with you is legal advice.
ReadyDocs integrates with third-party software to provide a full suite of functionalities to our users. While we take into account industry standards, security level, and functionalities in choosing our integration partners, we are not, and you shall not hold us, responsible or liable for any issues or losses which you may encounter or incur arising from or in relation to the use of any third-party software. Your access and use of third-party software are governed by the terms of service or user agreements of such third-party software. We shall under no circumstances be a party to any terms of service or user agreements between you and providers of such third-party software.
2. Changes to our Service
2.1 We may at any time, without prior notice, suspend or discontinue any feature, plan or any part of our Digital Services, including the support for certain devices or platforms. We reserve the right to change or alter our Digital Services at any time without prior notice
3. Beta Services
3.1 We may release and make available to you products and features that we are still testing and evaluating (“Beta Digital Services“). These Beta Digital Services are marked “beta”, “preview”, “pilot”, “early access”, or “trial” (or with any words or phrases with similar meanings).
3.2 You acknowledge and agree that:
(a) Beta Digital Services may not be as stable or reliable as our other Digital Services, may not be fully supported and may be subject to additional terms that may be presented to you;
(b) Beta Digital Services are provided on an “as-is” and “as available” basis without any warranty, support, maintenance, storage, service-level agreement or indemnity obligation of any kind;
(c) we may discontinue any Beta Digital Services at any time at our sole discretion; and
(d) any Beta Digital Services (including the existence of) may be considered confidential information and you will not disclose (including, but not limited to, in a press release or public statement) any information about, involving or regarding Beta Digital Services (including the existence of), except as agreed by us in writing.
4. Accessing our services/ Availability
4.1 While Rajah & Tann and Zegal will make every reasonable effort to ensure that our Digital Services are always available, our Digital Services may be interrupted and/or your access to our Digital Services may be impaired or disabled, in whole or in part to any of the following circumstances:
(a) Force Majeure Events;
(b) maintenance, repairs, and upgrades;
(c) any actual or attempted cyber-attacks, denial of service attacks or other malicious intrusions into our systems or networks;
(d) internet service provider failures or delays, network or equipment failures; or
suspension or termination of your account in accordance with these Terms.
4.2 We shall not be held responsible or liable, and you shall release us from all responsibilities and liabilities in the event and for the period your ability to access or use the Digital Services is interrupted, impaired or disabled due to the circumstances set out in Clause 4.1.
4.3 Neither Rajah & Tann nor Zegal guarantee that the Digital Services will be free from bugs or viruses. You are responsible for configuring your information technology, operating system, computer programmes, and platform in order to access our Site and our App. You shall be responsible for procuring your own virus protection software.
4.4 In these Terms, “Force Majeure Event” means circumstances that are unavoidable, beyond a party’s reasonable control (whether or not reasonably anticipated), and which renders impossible the performance of any material obligation or the exercise of any material right under these Terms by either of the parties including without limitation:
(a) acts of God, flood, fire, earthquake, or explosion;
(b) pandemic, onset of infectious diseases, issuance of quarantine or other prohibition or restrictive orders by any governmental or public authority;
(c) war, terrorism, invasion, or act of insurgency;
(d) national or regional emergency;
(e) strikes, labour stoppages or slowdowns or other industrial disturbances, riot or other civil unrest;
(f) embargoes or blockades, or passage of a law or any action taken or regulations imposed by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition;
(g) any complete or partial government shutdown; or
(h) national or regional shortage of adequate power or telecommunications or transportation.
5. Your Account
5.1 You must register a ReadyDocs account in order to access and use the Digital Services.
5.2 In registering for a ReadyDocs account, you must provide truthful, complete, and accurate information as may be required by us, and keep such information up-to-date.
5.3 You shall be solely responsible for maintaining the security and confidentiality of your account credentials. You are advised to use a strong password, i.e. a password that uses a combination of upper and lower case letters, numbers, and symbols. If you believe there has been an unauthorised use of your account, you must inform us immediately.
5.4 You shall be responsible for all activities that occur using your account and the results of such use, regardless of whether the activities are authorised by you or undertaken by you.
5.5 Each registration of an account is for a single user only. You must not share your account credentials or give others access to your account. If and when we detect that a login has been used by multiple users, we will treat this as a serious breach of security and/or fair usage terms, and we may suspend or terminate your account.
5.6 We also have the right to disable your account, whether temporarily or permanently, at any time without prior notice, if we believe you are in breach of these Terms.
6. Your licence to use our Digital Services
6.1 Subject to your compliance with these Terms and provided you have an active subscription, we give you a worldwide, limited, non-exclusive, non-assignable, non-transferable, and revocable licence to use our applications solely to access the Digital Services.
6.2 All rights, whether now existing or which may hereafter come into existence, with respect to or in relation to the Digital Services in all countries of the world which are not specifically granted to you, are reserved exclusively by us.
7. Fair Usage Limit
7.1 Without prejudice to any other Terms, we and Zegal reserve the right to suspend or terminate your account if:
(a) we believe that you are not using our App in a way that is consistent with your own business use, or
(b)we suspect that you are in any way connected with a competitor or a potential competitor of ReadyDocs, wherever based, and regardless of whether or not ReadyDocs operates in that jurisdiction.
8. Our Rights
8.1 All copyright, patents, trademarks, trade secrets and other intellectual property rights subsisting in the Digital Services (including any Beta Digital Services and documents created or generated through the App) belong to us or have been lawfully licensed to us for use in connection with the Digital Services. All rights under applicable laws are hereby reserved. Nothing herein or otherwise shall be construed as an assignment or transfer of any intellectual property rights in the Digital Services (including any Beta Digital Services and documents created or generated through the App) to you.
8.2 You must not copy, upload, post, publish, reproduce, transmit, or distribute any content or component of our Site in any way, or create any derivative works with respect to any such content or component.
8.3 You shall not use any proprietary notice (including any notice of copyright and trademark) of Rajah & Tann or Zegal for any advertising, publicity or other commercial purposes without the prior written consent of the relevant party, which shall be given at such party’s sole discretion.Without prejudice to the foregoing, you shall not:
(a) use the name of Rajah & Tann or any of its subsidiaries, affiliates, partners, directors, officers, employees, agents, or representatives;
(b) issue any press release or otherwise publicise or disclose (i) the existence of, (ii) the terms or conditions of, or (iii) any information related to, your Engagement Letter with us (if applicable); or
(c) make any association with or reference to Rajah & Tann or any of its subsidiaries, affiliates, partners, directors, officers, employees, agents, or representatives,
in any way for any purposes, including without limitation in any publicity materials, or advertising or marketing collaterals, without our prior written consent, which shall be given at our sole discretion.
8.4 You shall grant us a worldwide, non-exclusive, non-transferable, non-assignable, perpetual, irrevocable and royalty-free licence to:
(a) use and display the name, logos, trademarks or any other intellectual property rights of the entity you represent on our website and related marketing assets and identify you as our customer. To the extent that such name, logos, trademarks, or any such intellectual property rights are owned by a person other than yourself, you represent and warrant that you have entered into such arrangements with such persons as may be required for the grant of such rights and licenses to us;
(b) use and publish your testimonials, Feedback, and case study in publications, presentations and marketing assets created by us; and
(c) include you as our reference in our quotations, bidding documents, tender documents, submissions for accreditations or awards or other documents of a similar nature.
9. Your Content
9.2 Any document that you create, store, and e-sign in the App is stored in encrypted form on disk and securely transmitted with TLS/SSL encryption. All your conversations with us on live chat are secured during transmission using TLS/SSL encryption. A small number of our personnel have limited, need-only access to your customer data, and may only access your customer data to service a request from you.
9.3 Please note that the metadata of User Content (i.e. content that has been entirely stripped of any identifiers) may be used internally by us to continually improve user experience or improve our products.
9.4 We will never use or disclose your User Content in any way without your specific consent (unless we are required by applicable laws or regulations or at the request of government, law enforcement or regulatory authorities or officials to do so).
10. Copyright Policy
10.1 We respect intellectual property rights of others and ask that you do too. In the event of suspected copyright infringement, please email us at [email protected] We will respond to notices of alleged copyright infringement that comply with applicable legal requirements and properly provided to us.
11.1 We value and welcome feedback on our Digital Services and any suggestions on how we can improve. You acknowledge and agree that we are free to use, disclose, adopt, and/or modify any feedback and information (including any ideas, concepts, proposals, suggestions or comments) provided by you to us in connection with the Digital Services and/or your use of the Digital Services (“Feedback“) , and hereby agree to waive any rights to claim for any fees, royalties, charges or other payments or attribution in relation to our use, disclosure, adoption, and/or modification of any of your Feedback.
11.2 For the avoidance of doubt, the foregoing shall not create or imply any obligation on our part to use, disclose, adopt, and/or modify any Feedback.
12 Limitation on Liabilities
To the fullest extent permitted by law, Rajah & Tann and its holding company(ies), subsidiaries, affiliates, partners, directors, officers, employees, agents, representatives and licensors (collectively, “ReadyDocs Entities“) and (in respect of the technology used to provide the Digital Services, Zegal and its holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, and licensors (collectively, “Zegal Entities“)) expressly limit their liabilities in connection with or arising out of the provision of the Digital Services as follows. The laws of some jurisdictions may not allow the disclaimers in this clause; if you are subject to such laws, the disclaimers (or such part of the disclaimers which are not permitted) ‘ will not apply to you.
12.1 No Assurance
We strive to provide the best services, but there are certain things that we cannot guarantee. The Digital Services (including all content and documents provided in or generated by our App) are provided on an “as is” and “as available” basis, and with all faults. No assurance, representation, or warranty of any kind is made, whether express or implied, about the Digital Services (including any Beta Digital Services). In particular, ReadyDocs Entities and Zegal Entities expressly disclaim any warranties of merchantability or fitness for a particular purpose and non-infringement of our Digital Services (including any Beta Digital Services).
While we make every effort to ensure the quality of our Digital Services, the ReadyDocs Entities and Zegal Entities make no representation and give no assurance or warranty that:
(a) the information or content provided as part of our Digital Services will be entirely accurate, complete, correct and up to date;
(b) the documents generated as part of our Digital Services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose, or legally sound;
(c) our Digital Services are free from bugs or viruses;
(d) your correspondence with us will be free from interception, corruption, error, delay, or loss;
(e) access to our Digital Services will always be available or uninterrupted;
(f) our Digital Services will meet your requirements or sufficiently address your needs in any specific circumstances;
(g) use of our Digital Services will achieve any particular result; or
(h) the results that arise from the use of our Digital Services will meet your expectations.
You must exercise and rely solely on your own skill and judgement in your use of the Digital Services, including your interpretation or use of the information, content or documents provided to you as part of the Digital Services.
12.2 Limitation of Liabilities
Neither we nor Zegal exclude or limit our liability to you where it would be illegal to do so – this includes any liability of any ReadyDocs Entity or Zegal Entity for fraud or making fraudulent misrepresentation in providing the Digital Services.
In countries where the following types of exclusions are not allowed, we will be responsible to you only for the losses and damages that are a reasonably foreseeable result of our failure to use reasonable care and skill or our breach of contract with you. This clause does not affect any consumer rights that cannot be waived or limited by way of contract or agreement.
In countries where exclusions or limitations of liabilities are allowed, no ReadyDocs Entity or Zegal Entity would be liable for:
(a) any indirect, special, incidental, punitive, exemplary, or consequential losses or damages; or
(b) any loss of profit, business, reputation, or data,
arising out of the use of, or the inability to use, our Digital Services. These exclusions or limitations apply regardless of whether or not any ReadyDocs Entity has been advised or notified of such losses or damages.
If you use the Digital Services for any purpose other than your own commercial use (including for re-sale, which is not permitted under the Acceptable Use Policy), none of the ReadyDocs Entities or Zegal Entities will be liable to you for any loss of profit or business, business interruption, or loss of business opportunity.
ReadyDocs Entities or Zegal Entities are not responsible for the conduct of any user of the Digital Services, whether online or offline.
Other than the types of liabilities we cannot limit by law, the liabilities of the ReadyDocs Entities or Zegal Entities to you are strictly limited to the amount you have paid to ReadyDocs (if any) for the Digital Services under the current term of your service plan.
13. Your Representation and Warranty
14.1 You agree to indemnify and hold Rajah & Tann and Zegal harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from (i) your breach of these Terms, (ii) your use of our Digital Services and/or (iii) any misrepresentation made by you. You also agree to fully co-operate with us and/or Zegal as the case may be in the defence or settlement of any claim in relation to or arising out of our Digital Services or these Terms.
15. Changes to these Terms
15.1 We may revise these Terms from time to time in order to reflect the latest improvements or enhancements made to our Digital Services or latest changes in applicable laws or regulations. If we make any material changes to these Terms, we will notify you by in-app notification or by email to the email address registered with us. If you do not agree to any revised Terms, you should cancel your subscription. By continuing to use our Digital Services after the changes come into effect, you agree to be bound by the revised Terms.
16.1 These Terms will continue to apply until your account is terminated by you or us.
16.2 You may stop using our Digital Services at any time, but you will not be re-credited for subscription fees you have paid in advance, nor will your subscription fees be refunded or carried forward. If you do choose to stop using your account, it can be restarted at any time, provided you have an active subscription or have paid the relevant subscription fees for restarting your account.
We reserve the right to suspend or terminate your account and your access to the Digital Services if:
(a) you are in serious or repeated breach of these Terms (including failure to make proper payment to us when due);
(b) you are using the Digital Services in a manner that would cause a real risk of harm or loss to us, other users, or the public;
(c) we are requested to do so by Zegal;
(d) we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations, or legal processes; or
(e) our provision of the Digital Services to you is no longer possible or no longer considered by us to be viable.
16.4 If your account and access to the Digital Services have been terminated,
(a) we will notify you by the email address associated with your account or at the next time you attempt to access your account unless we are prohibited from notifying you by law;
(b) you shall download, backup or otherwise remove any documents which you have stored in the App within such period of time as is informed to you by us, provided that we shall be entitled to make your access to such documents conditional upon your payment of any outstanding monies to us;
(c) all licenses and rights granted to you under these Terms shall also terminate immediately; and
(d)any amounts due and owing by you will be due and payable immediately.
16.5 Termination of your access or these Terms shall not affect any accrued rights or liabilities of you or us.
16.6 Termination of your access is irreversible, and after your access has been terminated, beyond the period as described in Clause 16.4(b), we would not be able to, and shall have no obligation to, restore or provide you with any documents which you had generated or stored on the App, or records or functions that had existed prior to such termination.
16.7 Upon termination of your account and access, these Terms will also terminate except for the clauses intended to survive termination of these Terms (whether express or implied) including Clause 8 (Our Rights), 9 (Your Content), 11 (Feedback), 12 (Limitation on Liabilities), 13 (Your Representation and Warranty), 14 (Indemnity), 16 (Termination), 17 (Waiver and Severability), 19 (Dispute resolution), and 20 (Governing law).
16.8 We will report any breach of these Terms or the Acceptable Use Policy to law enforcement or regulatory authorities where we think fit, and we will co-operate with such authorities accordingly, including but not limited to disclosing your identity and providing any information about you within our systems to them.
17. Waiver and Severability
17.1 Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting our intent as closely as possible.
18. Assignment of rights
18.1 You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our holding company, affiliates, or subsidiaries, or to any successor in interest of any business associated with the Digital Services.
19. Dispute Resolution
We wish to address your concerns without going through a formal legal process. Before filing a claim against Rajah & Tann or Zegal, you agree to try to resolve the dispute informally by contacting [email protected] by email to provide details of your concerns in writing. We will respond to you by email as soon as practicable; however a lack of response shall not be deemed to constitute any acquiescence or waiver. Rajah & Tann and/or Zegal will use reasonable endeavours to try to resolve the dispute informally within thirty (30) days of receipt of your email setting out your concerns (“Negotiation Requirement“). If the dispute is not resolved within such a period, and you still wish to commence proceedings against Rajah & Tann or Zegal, you unconditionally and unequivocally agree that you must first submit the dispute for mediation at the Singapore Mediation Centre (SMC) or the Singapore International Mediation Centre (SIMC) in accordance with SMC’s or SIMC’s Mediation Procedure in force for the time being. Either/any party may submit a request to mediate to SMC or SIMC upon which the other party will be bound to participate in the mediation within 45 days thereof. Every party to the mediation must be represented by senior executive personnel, of 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 or SIMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached (“Mediation Requirement“).
In the event that mediation fails to resolve the dispute, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC“) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules“) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The language of the arbitration shall be English. The arbitral award made and granted by the arbitration tribunal shall be final, binding and incontestable, may be enforced by a Party against the assets of the other Party/Parties wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere.
For the avoidance of doubt, any arbitration under these Terms will take place only on an individual basis between you and us; and you accept and agree that we are not obliged to recognise nor are we bound to take part in any class constituted arbitrations and class actions.
Notwithstanding the foregoing, you or Rajah & Tann or Zegal may bring an individual action at the Small Claims Tribunal of the State Courts.
You agree that, by entering into these Terms, you and Rajah & Tann and Zegal are each waiving the right to bring an action in a court of law save for the Small Claims Tribunal of the State Courts, unless you have first complied with the Negotiation Requirement and Mediation Requirement. If you bring any action in breach of the Negotiation Requirement or the Mediation Requirement, you expressly agree that your action is in breach of these terms and an abuse of process. You therefore further agree and consent to us striking out your action or staying the same, with costs to be paid to us on an indemnity basis.
If we make any future change to this dispute resolution clause, that change will not apply to any dispute of which notice of arbitration has been filed on or before the effective date of the change.
20. Governing Law
20.1 These Terms and our Payment Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore.
If you have any question about the Digital Services or these Terms, please contact us by email at [email protected]
ACCEPTABLE USE POLICY
1. As part of the Terms, you agree not to misuse our services (“Digital Services”) or help anyone else to do so. Without prejudice to the foregoing, you agree not to do any of the following in connection with our Digital Services:
(a) use our Digital Services for unlawful or unauthorised purposes;
(b) use our Digital Services for entities other than the business entity in whose name the account is registered;
(c) use our Digital Services to compete with us or Zegal;
(d) re-sell or distribute (for or without consideration) any documents you have gained access to or generated through the use of our Digital Services;
(e) re-sell, distribute (for or without consideration) or otherwise attempt to benefit in a commercial fashion from any content available as part of the Digital Services;
(f) generate or download documents on a systematic basis that is commercially prejudicial to ReadyDocs;
(g) sell the Digital Services unless specifically authorised to do so;
(h) probe, scan, or test the vulnerability of any system or network;
(i) breach or otherwise circumvent any security or authentication measures;
(j) access, tamper with, or use non-public areas or parts of the Digital Services or shared areas of the Digital Services that you ‘have not been invited to;
(k) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, interfere with, or disrupt the integrity or the performance of the Digital Services;
(l) remove, alter or obscure any proprietary notice (including any notice of copyright and trademark) of Rajah & Tann or Zegal from any part of the Digital Services;
(m) interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Digital Services, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Digital Services;
(n) access, search, or create accounts for the Digital Services by any means (automated or otherwise) other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk) or attempt to do so;
(o) send unsolicited communications, promotions or advertisements, or spam;
(p)forge any TCP/IP packet header or any part of the header information in any email;
(q) send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing”;
(r) conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation;
(s) abuse referrals or promotions;
(t) post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, blasphemous, ethnically, racially or religiously offensive, indecent, libellous, defamatory, abusive, or knowingly false, objectionable on the grounds of public interest, public morality, public order, public security, or national harmony, or which offends against good taste or decency under applicable laws, and/or that infringe intellectual property rights;
(u) use the name of or seek to make any association with Rajah & Tann, Zegal or any other third parties, without their prior consent;
(v) disparage the reputation of Rajah & Tann, Zegal or any other third parties;
(w) violate the letter or spirit of our Terms;
(x) violate applicable laws or regulations in any way; or
(y) violate the privacy or infringe the rights of others.
2. You acknowledge that the above is not an exhaustive list.
Last updated on 1 July 2020