Terms and Privacy

ZEGAL TERMS OF SERVICE

Last updated on 20 Nov 2020

These terms of service (“Terms”) govern your use and access to our services, including our website (our “Site”), our application(s) (our “App”), our application programming interfaces, our email notifications, and any information or content appearing therein, collectively our services (“Services”), regardless of whether you are a paid user or a non-paying visitor. You should also read our Privacy Policy, which explains how we collect and use your personal information, our Payment Terms, which sets out how you will pay for our Services, and our Acceptable Use Policy, which outlines your responsibilities when using our Services.

If you reside in Singapore, your agreement is with Dragonlaw Singapore Pte Ltd. (UEN 201529676G), a company registered in Singapore. If you reside anywhere else in the world, your agreement is with Dragon Law Limited (Company Registration No.1897947), a company registered in Hong Kong. “We” or “Zegal” should be construed accordingly.

By using our Services, you’re agreeing to be bound by these Terms, our Privacy Policy, Payment Terms, and Acceptable Use Policy. If you’re using our Services as a representative of an entity, you’re agreeing to these Terms, our Privacy Policy, Payment Terms and Acceptable Use Policy on behalf of that entity.

1. Our services
   
   1. Nature of our services
      Zegal is a cloud-based legal software service for businesses to create, manage, sign, and store legal and business documents, and for law firms to support their clients. Our Services are subscription based. Please refer to our Site and your contract with us when you sign up for details of the features and Services included in each plan.Zegal is not a law firm. We are not engaged in a legal practice and we do not perform the services of a law firm or a solicitor, nor can we represent you or act on your behalf in any contentious or non-contentious matters. You must bear in mind that our Services are not intended to be a substitute for legal, accounting, business, tax, or other professional advice or services.Zegal is a technology company. We are not a law firm and we do not give legal advice.
   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 are constantly changing, we cannot guarantee that all information in our Site and our App is entirely current or complete.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. You must bear in mind that the information we provide does not constitute legal advice. If you have questions about your legal rights or obligations or legal requirements that apply to you in certain specific circumstances, you must consult a lawyer.
   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 through the App will fit all circumstances.We cannot guarantee that the documents 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 legally sound or free from liabilities. Such opinion or clearance would be legal advice which we are not capable of giving. 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 lawyer. We review our prices on a regular basis and will notify you of any changes no less than 30 days before your next invoice.
   4. Our support
      We communicate with you via live chat, email, phone call, or other means to give you technical and service support. You must bear in mind that we are a technology company and no part of our communication with you is legal advice. In particular, we do not:
      1. review your answers to the questions in the App for legal sufficiency;
      2. draw legal conclusions;
      3. give legal opinion or clearance;
      4. provide recommendations about your legal rights, remedies, defences, or strategies;
      5. advise on how the law applies to the facts of a particular situation;
      6. act as your legal counsel or represent you in negotiations or disputes; or
      7. ensure your compliance with any laws or regulations.
   5. Access to legal advice
      Zegal is a platform for connecting businesses with lawyers.
      1. Referral
         We may make referral to lawyers for you upon your request. In such cases, it is up to you whether or not to engage the lawyer and, if you do, the solicitor-client relationship is purely between that lawyer and you, and you will settle the lawyer’s fees directly without going through Zegal. Zegal is not part of your solicitor-client relationship and we do not share any fee or receive any incentive or commission for making such referrals.
      2. Premium Plans
         We also offer subscription plans that include access to legal advice or services provided by law firms (“Premium Plans”, whether or not these plans are called “Premium Plans” or otherwise) in such form and subject to such limits as specified on our Site and in your contract with us (including without limitation, live chat with representative of a law firm specified in your subscription). The law firm partnering with us in offering a Premium Plan is solely responsible for any legal advice given and services provided by them. Zegal plays no part in the legal services provided by the law firm to you, save and except for providing a technological environment that the law firm can use to serve you.You acknowledge and agree that part of the subscription fee for a Premium Plan goes directly to the law firm offering such plan. Zegal is not part of your solicitor-client relationship with the law firm and we do not share any part of the fee for the law firm.We do not endorse or recommend the law firm that provides legal advice and services to you. We make no representation or warranties on the law firm’s services, which are carried out entirely by the law firm without participation of Zegal, nor do we guarantee that a particular law firm’s services would be suitable for you in any specific circumstances.
      3. Fair Use
         Your use of our Legal Helpline is subject to you using the service fairly. We generally view fair use to be you submitting up to two questions per month. However, in the event you do genuinely encounter more than two legal issues in a single month (the definition of which shall be decided in our absolute discretion), we aim to be reasonable to also help you with this issue.
   6. Integrations
      Zegal 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 responsible for any issues or loss arising from the use of any third-party software. Your access and use of the third-party software is governed by the terms of service or user agreements of that software.
2. Changes to our service
   We may at any time suspend or discontinue any feature, plan or any part of our Services, including the support for certain devices or platforms. Our Services may also be affected by acts of nature or force majeure events.
3. Beta services
   We may release products and features that we are still testing and evaluating (“Beta Services”). These Beta Services are marked “beta”, “preview”, “early access”, or “trial” (or with any words or phrases with similar meanings) and please keep in mind that these Beta Services may not be as reliable as our other Services.
4. Accessing our services
   We make every effort to ensure that our Services are always available, but our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We do not guarantee that our Services will be free from bugs or viruses. You are responsible for configuring your information technology, computer programmes, and platform in order to access our Site and our App. You should use your own virus protection software.
5. Your account
   In registering for a Zegal account, you must provide truthful and accurate information about yourself. You must safeguard your password to the Services and keep your account information current. 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.Do 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 we may suspend or terminate your account.We also have the right to disable any password, whether chosen by you or allocated by us, at any time if we believe you are in breach of these Terms.
6. Your licence to use our Services
   So long as you comply with these Terms, we give you a worldwide, limited, non-exclusive, royalty-free, non-assignable, non-transferable, and revocable licence to use our applications solely to access the Services.
7. Fair usage limit
   We reserve the right to suspend or terminate your account if (i) we believe that you are not using our App in a way that is consistent with your own business use or (ii) we suspect that you are in any way connected with a competitor or a potential competitor of Zegal, wherever based, and regardless of whether or not Zegal operates in that jurisdiction.
8. Our rights
   All intellectual property rights subsisting in the Services belong to us or have been lawfully licensed to us for use in connection with the Services. All rights under applicable laws are hereby reserved. You must not 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.
9. Marketing and Promotional Use of Client Information
   By agreeing to these Terms of Service, you grant us the right to use your business name, logo, and use case in our marketing materials, including but not limited to, on our website, social media channels, presentations, case studies, and other promotional content. This usage is intended to illustrate our offerings and client partnerships. However, if you prefer not to participate in our marketing activities, you may opt out at any time by notifying us in writing. Upon receipt of such notification, we will promptly cease using your name, logo, and use case in future materials.
10. Your content
    You retain your rights to any information or content that you submit, post, or display on our Site or anywhere in our App (“User Content”). By submitting, posting, or displaying such content, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sub-license) to use, process, copy, modify, or publish such content in any media or through any distribution channels, subject to our Privacy Policy.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 customer data, and may only access that data to service a request from customers.Please note that the metadata of User Content (i.e. content that has been entirely stripped of any personal identifiers) is used internally by us to continually improve the product experience.We will never use or disclose identifiable User Content in any way without your specific consent (unless we are required by applicable laws or regulations or at the request of government or law enforcement authorities or officials to do so).
11. Copyright policy
    Zegal respects intellectual property rights of others and ask that you do too. In the event of suspected copyright infringement, please email us at service@zegal.com. We will respond to notices of alleged copyright infringement that comply with applicable legal requirements and properly provided to us.
12. Feedback
    We value and welcome feedback on our Services and any suggestions on how we can improve. You 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 Services and/or your use of the Services (“Feedback”) without any payment to you. You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption, and/or modification of any of your Feedback.
13. Limitation on liabilities
    To the fullest extent permitted by law, 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 Services as follows. Some jurisdictions may not allow the disclaimers in this clause; if that’s the case they will not apply to you.
    1. No assurance
       We strive to provide the best services, but there are certain things that we cannot guarantee. The Services (including all content and documents provided in or generated by our App) are provided on an “as is” and “as available” basis. No assurance, representation, or warranty of any kind is made, whether express or implied, about the Services (including any Beta Services). In particular, Zegal Entities expressly disclaim any warranties of merchantability or fitness for a particular purpose and non-infringement of our Services (including any Beta Services). While we make every effort to ensure the quality of our Services, the Zegal Entities make no representation or warranty that:
       1. the information or content provided as part of our Services will be entirely correct and up to date;
       2. the documents generated as part of our Services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose, or legally sound;
       3. our Services are free from bugs or viruses;
       4. your correspondence with us will be free from interception, corruption, error, delay, or loss;
       5. access to our Services will always be available or uninterrupted;
       6. our Services will meet your requirements or sufficiently address your needs in any specific circumstances;
       7. use of our Services will achieve any particular result; or
       8. the results that arise from the use of our Services will meet your expectations.

       You must exercise and rely solely on your own skill and judgement in your use of the Services, including your interpretation or use of the information or content available as part of the Services.

    2. Limitation of liabilities
       We do not exclude or limit our liability to you where it would be illegal to do so – this includes any liability of any Zegal Entity for fraud or making fraudulent misrepresentation in providing the 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 Zegal Entity would be liable for:
       1. any indirect, special, incidental, punitive, exemplary, or consequential losses or damages; or
       2. any loss of profit, business, or data

       arising out of the use of, or the inability to use, our Services. These exclusions or limitations apply regardless of whether or not any Zegal Entity has been advised or notified of such losses or damages.

       If you use the 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 Zegal Entities will be liable to you for any loss of profit or business, business interruption, or loss of business opportunity.

       Zegal Entities are not responsible for the conduct of any user of the Services, whether online or offline.

       Other than the types of liabilities we cannot limit by law, the liabilities of the Zegal Entities to you are limited to the amount you have paid to Zegal (if any) for the Services under the current term of your service plan.

14. Your representation and warranty
    Our Services are not intended for and may not be used by minors. By using our Services, you are representing to us that you’re an adult and that you can legally enter into contractual agreements. If you are using the Services on behalf of an entity, by using our Services you represent and warrant that you have the necessary rights and authority to agree to these Terms, our Privacy Policy, Payment Terms and the Acceptable Use Policy on behalf of that entity.
15. Indemnity
    You agree to indemnify and hold us 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 Services and/or (iii) any misrepresentation made by you. You also agree to fully co-operate with us in the defence or settlement of any claim in relation to or arising out of our Services or these Terms.
16. Change of these terms
    We may revise these Terms from time to time in order to reflect the latest improvements or enhancements made to our 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 Services after the changes come into effect, you agree to be bound by the revised Terms.
17. Termination
    1. These Terms will continue to apply until terminated by you or us as follows. You may stop using our Services at any time. If you are a subscriber paying monthly, you may be liable for a cancellation fee – please refer to our Payment Terms for details. If you choose to deactivate your account, it will be achieved but can be reactivated at any time.
    2. Clients designated as Enterprise Clients under multi-year contracts may serve notice of termination before the end of the contract term where a material defect which means you cannot use the platform for the purpose originally intended, has been reported to us, by your team in writing, and this has not been remedied by us within 90 days.
    3. We reserve the right to suspend or terminate your access to the Services if:
       1. you are in serious or repeated breach of these Terms (including failure to make proper payment to us);
       2. you are using the Services in a manner that would cause a real risk of harm or loss to us, other users, or the public;
       3. we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations, or legal processes; or
       4. our provision of the Services to you is no longer possible.

       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. Upon termination of your access, these Terms will also terminate except for clauses 12 to 20.

       We will report any breach of these Terms or the Acceptable Use Policy to law enforcement authorities where we think fit, and we will co-operate with such authorities by disclosing your identity and providing any information about you within our systems to them.

18. Waiver and severability
    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.
19. Assignment of rights
    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 Services.
20. Dispute resolution
    We wish to address your concerns without going through a formal legal process. Before filing a claim against Zegal, you agree to try to resolve the dispute informally by contacting service@zegal.com. 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. We will try our best to resolve the dispute informally within thirty (30) days. If the dispute is not resolved within such a period, you or Zegal may bring a formal proceeding.Zegal and you agree that all disputes, controversies, and claims arising out of or in relation to the Services, these Terms and our Payment Terms (including the existence, validity, interpretation, performance, breach, or termination thereof) shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules.The law of arbitration shall be Hong Kong law and the place of arbitration shall be Hong Kong. The number of arbitrators shall be one, except where the amount in dispute exceeds USD 50,000, in which case the number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.For the avoidance of doubt, any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted.Notwithstanding the foregoing, you or Zegal may bring an individual action in a small claims court. You agree that, by entering into these Terms, you and Zegal are each waiving the right to bring an action in a court of law (save the small claims court) or to participate in a class action.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.
21. Governing law
    These Terms and our Payment Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
22. Contact
    If you have any question about the Services or these Terms, please contact us by email at service@zegal.com.