Last Updated: 29 February 2024
1. Contracts
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. Lexagle gives no warranty and makes no representations in relation to the suitability of the service for use in respect
of any Contracts.
Lexagle is not responsible for determining legal or regulatory requirements applicable to the Customer in respect of retention or deletion of Contracts.
Lexagle 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.
Lexagle is not a law firm, and we are not engaged in a legal practice nor do we perform the services of a law firm or solicitor. Lexagle is not meant to be a substitute for legal services, nor other professional advice or services.
2. Electronic Signing
As part of the Services, Lexagle facilitates for the Customer the electronic signing of legal documents by both the Customer and the Customer’s counterparties. The Customer hereby acknowledges that:
- those signatures shall be treated as legally binding by both parties to the relevant legal document;
- Lexagle is in no way responsible for validating those signatures or the identity of the relevant signatories; and
- Lexagle shall not be held liable for any damages and/or losses whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental caused by, or arising from, the full or partial invalidity of any signature created through the Services.
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 Lexagle, 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.
3. Customer’s Obligations
The Customer will not, directly or indirectly:
- reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”);
- modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Lexagle or authorized within the Services).
- access all or any part of the Services or the Software in order to build a product or service which competes with the Services;
- use the Services to provide services to third parties;
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the employees or agents of the Customer;
- use the Services in a manner that is illegal or causes damage or injury to any person or property;
- access, store, distribute or use during the course of its use of the Services any malware or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- attempt to obtain, or assist third parties in obtaining, access to the Services.
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 Lexagle (at support@Lexagle.com).
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:
- provide Lexagle with all necessary co-operation in relation to this agreement (and all necessary access to such information as may be required by Lexagle) in order to provide the Services, including to Customer Data, security access information and configuration services;
- comply with all applicable laws and regulations with respect to its activities under this agreement;
- carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Lexagle may adjust any agreed timetable or delivery schedule as reasonably necessary; and
- obtain and maintain all necessary licences, consents, and permissions necessary for Lexagle, its contractors and agents to perform their obligations under this agreement, including providing the Services.
Lexagle 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.
4. Lexagle’s Obligations
Lexagle 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 Lexagle's instructions, or modification or alteration of the Services by any party other than Lexagle or Lexagle'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, Lexagle 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, Lexagle:
- does not warrant that the Customer's use of the Services will be uninterrupted or error-free; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5. Intellectual Property
Lexagle shall own and retain all right, title and interest in and to:
- the Services and Software, all improvements, enhancements
or modifications thereto;
- any software, applications, inventions or other technology developed in connection with Implementation Services or Support Services; and
- all intellectual property rights related to any of the foregoing.
Nothing in these Terms shall operate to assign or transfer any intellectual property rights from Lexagle to the Customer.
The Customer warrants to Lexagle that any data it supplies to Lexagle 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 Lexagle 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 Lexagle’s website.
"Lexagle" is a registered trade mark of Lexagle Pte. Ltd. All rights are reserved.
6. Customer Data
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 Lexagle from time to time (for example, Google Drive) (“Customer Storage Partner”).
The Customer acknowledges that in the event that Customer uses the Services to transfer any Contracts to any Customer Storage Partner, it does so solely at its own risk. Lexagle makes no representation, warranty or commitment and shall have no liability or obligation (including to third parties) whatsoever in relation to the use or acts and omissions of any Customer Storage Partner. Lexagle recommends that the Customer refers to the Customer Storage Partner’s website terms and conditions and privacy policy prior to using the relevant Customer Storage Partner. Lexagle does not endorse or approve any Customer Storage Partner nor the services made available by it.
Lexagle 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 Lexagle to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Lexagle in accordance with the archiving procedure described in its Data Security Policy in force from time to time. Lexagle 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 Lexagle to perform services related to Customer Data maintenance
and back-up).
Notwithstanding anything to the contrary, Lexagle 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
Lexagle will be free (both during and after the term of these Terms):
- to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Lexagle offerings; and
- to use or disclose such data (including to third parties), solely in aggregate form (or other form which does not identify any individual natural person) in connection with its business, including for the training of machine learning algorithms and other data processes deployed by Lexagle.
To the extent that Lexagle 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 Lexagle shall be a data processor and
in any such case:
- the Customer acknowledges and agrees that the personal data may be transferred or stored outside Singapore in order to carry out the Services and Lexagle's other obligations under this agreement;
- the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Lexagle so that Lexagle may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
- the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required under applicable data protection legislation;
- the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
- Lexagle shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
7. Third Party Service Providers
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.
Lexagle 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.
Lexagle recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website in connection with the Services. Lexagle does not endorse or approve any third-party service nor the content of any of the third-party service made available via the Services.
8. Confidentiality
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 Lexagle 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 Lexagle (for example, the parties and content of contracts) to enable the provision of the Services.
The Receiving Party agrees:
- to take reasonable precautions to protect such Proprietary Information; and
- not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
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, Lexagle may use data or insights provided by the Customer to develop or improve services provided by Lexagle to the Customer or any other
customers of Lexagle.
9. Indemnities
The Customer shall defend, indemnify and hold harmless Lexagle 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:
- the Customer is given prompt notice of any such claim;
- Lexagle provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
- the Customer is given sole authority to defend or settle the claim.
Lexagle shall defend the Customer, its officers, directors and employees against any claim that the Services infringe any Singapore 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:
- Lexagle is given prompt notice of any such claim;
- the Customer provides reasonable co-operation to Lexagle in the defence and settlement of such claim, at Lexagle's expense; and
- Lexagle is given sole authority to defend or settle the claim.
The indemnity immediately above states the Customer's sole and exclusive rights and remedies, and Lexagle's (including Lexagle's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
10. The Nature of Our Relationship
Lexagle is not a law firm or Alternative Business Structure, is not regulated as such and Lexagle’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 Lexagle does not practice law, nor does it hold a professional indemnity insurance policy and therefore cannot give legal advice that can be relied upon.
11. Limitation of Liability
This clause 11 sets out the entire financial liability of Lexagle (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
- arising under or in connection with these Terms;
- in respect of any use made by the Customer of the Services or any part of them; and
- in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
Except as expressly and specifically provided in these terms:
- the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Lexagle shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Lexagle by the Customer in connection with the Services, or any actions taken by Lexagle at the Customer's direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
- the Services are provided to the Customer on an "as is" basis.
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, Lexagle 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, Lexagle makes no representation or warranty that:
- the information or content provided as part of our Services will be entirely correct and up to date;
- 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;
- our Services are free from bugs or viruses;
- your correspondence with us will be free from interception, corruption, error,
delay, or loss;
- access to our Services will always be available or uninterrupted;
- our Services will meet your requirements or sufficiently address your needs in any specific circumstances;
- use of our Services will achieve any particular result; or
- 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.
12. Data Security
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.
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.
13. Force Majeure
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.
14. Anti-bribery
Lexagle shall:
- comply with all applicable laws, statutes, and regulations relating to anti-bribery
and anti-corruption;
- promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by Lexagle in connection with the performance of
this agreement;
- immediately notify the Customer (in writing) if a foreign public official becomes an officer or employee of Lexagle and Lexagle warrants that it has no foreign public officials as officers or employees at the date of this agreement); and
- on request certify to the Customer in writing signed by an officer of Lexagle, compliance with this paragraph by Lexagle.
Breach of this clause 14 shall be deemed a material breach of these Terms.
15. Other Important 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 Lexagle 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.
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 Lexagle, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
Lexagle 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 Singapore.
Each party irrevocably agrees that the courts of the Republic of Singapore 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).
16. Interpretation
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.
