Contract Mill, the Service, is a web-based service for creating custom automated legal documents.
The Service is made available by Contract Mill Ltd ("we"). You may contact us at email@example.com.
Customer or you refer to the entity or person having ordered or signed up to the Service.
User refer to an individual employee of Customer who is allowed to use the Service under this Agreement. The amount of permitted Users is defined in Customers order for the Service.
This is a binding agreement between you and us for using Contract Mill.
1 User Accounts
The User accepting the Agreement warrants that it has the authority to bind the Customer to the Agreement.
To be able to use the Service, the Users of the Customer must create user accounts. Individual Users are invited to the Service by email by the admin User of the Customer.
When creating an account, you must submit to us accurate registration details, as requested by us. Please remember to inform us in case your details change.
The Users accounts and passwords are personal. Individual Users accounts and passwords may not be shared.
Do not disclose your password to third parties and do not let third parties use your account.
The Customer is liable for any use of the Service with the user names and/or passwords of the Customer.
We have the right to deny your access to the Service at any time, for example in case we deem that you have breached the Agreement, or caused harm to us or the other users of the Service.
All your users must have individual user accounts. Do not share your account information. We can deny access to Contract Mill if you misbehave.
2 Availability of Service
We aim to maintain the Service available 24/7 but we do not guarantee that Service is available without interruption.
Customer understands that the Service may be inaccessible, unavailable or inoperable for any reason including maintenance. We have the right to temporarily suspend the provision of the Service.
You are responsible for acquiring and maintaining equipment, connections and systems necessary to use the Service (such as your mobile device or laptop).
Please note that we are constantly developing the Service and we may change or remove different parts of the Service in part or in whole and cease to provide the Service.
The Service may contain links to websites operated by third parties. We are in no way liable for the content or accuracy of any such websites and therefore, you access such websites at your own risk.
Contract Mill may be temporarily unavailable. We are constantly developing Contract Mill and it may change over time.
3 Right to use the Service
You only have a limited right to use the Service in a manner and form offered to you from time to time and only for the purposes of this Agreement.
This means for example that any reproduction, redistribution, reverse engineering or decompilation of the Service are prohibited (unless allowed by mandatory laws).
Unless otherwise specified, the Service may be used for the Customers internal use only. The Customer may not modify, copy, distribute, display, perform, publish, license or create derivative works from, transfer, retransmit or sell the Service or any information, software, materials or documents obtained from or included in the Service. The Customers rights with respect to the Customer Data are specified in Clause 4 below.
However, some of the Services functionalities may allow you to share some interfaces of the Service with your own customers (e.g. for sharing client materials with your client or obtaining answers to Contract Mill questionnaire directly from your client through a link).
The Service may only be used for lawful purposes and in accordance with applicable laws.
Prohibited uses of the Service:
- uploading or installing a virus or other malicious software and attempt to do so
- sharing or uploading illegal materials
- sharing or uploading materials infringing the intellectual property rights of others
- disturbing the operations of Service
- hacking, password mining or obtaining unauthorized access to the Service
The Customer must comply with any export restrictions that may be applied to the use of the Service.
Please only use and access Contract Mill through the interfaces we provide you. Do not use Contract Mill for any illegal activities.
4 Customer Data
The intellectual property rights to the Customer Data belong to the Customer.
Customer Data is all Customers data that a User or another party acting on the Customers behalf generates in or submits to the Service.
We and our subcontractors may use Customer Data during the term of Agreement for the purposes of providing the Service and managing the customer relationship between us and Customer as well as analysing the use of the Service.
Unless otherwise agreed, we have the right to generate anonymous data and materials based on the Customer Data, such as anonymous contract clauses and process data. We own all rights to such anonymous data generated by us and may analyse, modify, transfer, publish and use the anonymous data for any purpose.
- From such anonymous data, the Customer or any legal or natural person cannot be identified.
- The anonymous data does not contain any commercial details specific to a Customer.
- Some of the anonymous data, such as model clauses and process data, may be shared by us with and used by other customers and users of the Service.
The Service shall not be used as a storage service. Customer is solely responsible for storing and creating backup copies of the Customer Data, unless otherwise agreed.
The Customer is responsible for its Customer Data and for ensuring that Customer Data does not infringe any third-party rights or violate applicable legislation.
You own you own data that you upload to Contract Mill but we may create anonymous materials, e.g. model contract templates, based on your data and such anonymous materials may be used by all users of Contract Mill. You are responsible for your data and making any backup copies of it.
5 Personal Data
To the extent the Customer Data contains personal data, Customer acts as data controller under applicable data protection laws and we process such personal data on behalf of Customer as data processor.
The parties agree to comply with their respective obligations under applicable data protection and privacy laws.
In case we process personal data on behalf of Customer ("Controller") as data processor ("Processor"):
a) the Controller acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Users are located in order to provide the Service and perform the Parties obligations under this Agreement, unless otherwise instructed by Controller. All international transfers of personal data shall comply with requirements set out in applicable laws;
b) unless otherwise agreed, the Controller authorizes Processor to use subprocessors for the processing of the personal data for the provision and use of the Service;
c) Processor shall ensure that the Processor employees or other persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
d) Processor assists the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controllers obligation to respond to requests for exercising the data subject's rights under applicable law;
e) Processor reasonably assists the Controller in ensuring compliance with data security obligations set out in applicable laws taking into account the nature of processing and the information available to Processor;
f) makes available to Controller information necessary to demonstrate compliance with applicable data protection laws;
g) Processor shall process the personal data only in accordance with the terms of this Agreement and any lawful and documented instructions reasonably given by the Controller from time to time;
h) 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 to ensure the level of security required under applicable laws and the rights of the data subjects; and
i) all personal data processed by Processor shall be anonymized or deleted upon the expiry or termination of this Agreement, unless otherwise required by applicable law.
6 Service fees
To use the Service, you pay services fees in accordance with our offer that you have accepted.
Depending on your location and payment method, your transaction with us may be subject to foreign exchange fees. We are entitled to determine the payment methods and currencies available for paying the service fees.
All prices are exclusive of VAT and any other applicable taxes or fees/payment charges imposed by public authorities or financial institutions. Such taxes and fees shall be added to the prices and be borne by the Customer.
Payment for each Subscription Period shall be made in advance upon registration to or renewal of the Service. A Subscription Period is the prepaid fixed term during which the Customer is entitled to use and access the Service.
All payments of service fees are non-refundable. In the event of early termination during a Subscription Period, the Customer shall not be entitled to a refund of any prepaid fees.
The Customer may upgrade its version of the Service at any time during a Subscription Period. Downgrades of the Service be valid after the expiry of the Subscription Period during which the downgrade was made.
Notices relating to invoices hereunder shall be given in writing within 7 days from the date of receipt of the relevant invoice.
Interest on overdue payments shall be payable according to the Finnish Interest Act. The Customer shall be responsible for the reasonable costs incurred by us when collecting overdue fees.
We may temporarily disable the Customers and the Users access to the Service in the event the Customer has overdue payments exceeding 30 days.
We are entitled to adjust the fees and charges of the Service at any time by 30 days prior notice. The change shall not affect the fees and charges for Subscription Periods commenced before the effective date of the change.
You pay service fees for your use of Contract Mill in advance for each subscription period. We may change our fees, but we will always inform you in advance and you may decide not to continue using Contract Mill after such change.
A party shall not disclose to third parties any material or information received from the other party and marked as confidential or which should be understood to be confidential, and shall not use such material or information for any other purposes than those stated in this Agreement.
The confidentiality obligation shall, however, not be applied to material and information, (a) which is generally available or otherwise public; or (b) which the party has received from a third party without any obligation of confidentiality as verified by the written records of such party; or (c) which a party has independently developed without using material or information received from the other party as verified by the written records of such party; (d) which a party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (d), the party much promptly inform the other party of such disclosure.
The rights and responsibilities under this Section 7 shall survive the expiry or termination of this Agreement.
Both Contract Mill and Customer shall keep the other partys confidential materials confidential.
8 Term and termination
This Agreement enters into force as of the acceptance of this Agreement or upon using the Service. The Agreement shall remain in force for the term of the acquired Subscription Period, whereupon the Agreement shall automatically renew for an additional equally long Subscription Period at the list price in effect at the time of renewal, unless the Customer as given us a notice of nonrenewal prior to the expiry of the ongoing Subscription Period, upon which the cancellation will take effect the day after the last day of the current Subscription Period.
We may terminate the Agreement without cause at any moment, with a 14 days prior notice.
The parties may terminate this Agreement with immediate effect if the other party substantially breaches the provisions of this Agreement.
The provisions of this Agreement which by their nature reasonably should survive the
termination or expiration of this Agreement shall survive any expiration or termination of this Agreement.
The agreement is in force for the purchased subscription period upon which it renews for a new subscription period unless you have terminated the agreement.
9 Intellectual property rights
All Intellectual Property Rights in or related to the Service and its contents and any related documentation and all parts and copies thereof shall remain the sole and exclusive property of Contract Mill Ltd. Intellectual Property Rights means copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
Except as expressly stated in this Agreement, this Agreement does not grant the Customer any Intellectual Property Rights in the Service and all rights not expressly granted hereunder are reserved by us.
We own all rights to Contract Mill.
10 No Warranty and Limitation of Liability
The Service is provided "as is" without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, or that the Service will meet specific requirements, or that the Service will be uninterrupted, completely secure, free of software errors or defects.
The Service or its contents (including contracts, documentation and other materials generated by the Service) do not constitute a legal opinion or advice of any kind. We are not liable for any deficiencies or inaccuracies in any of the materials generated by the Service or the use of such materials. The Customer is responsible for the use and utilization of the contents of the Service in the Customers operations, including any contracts and legal documents.
We are not liable to Customer for any lost profits, or for other indirect or consequential damages. Our total aggregate liability under this Agreement shall be limited to the average monthly fees paid by the Customer for the Service multiplied by 3.
Contract Mill is provided without any warranties. Contract Mill and the contents of Contract Mill do not constitute legal advice – please consult your lawyer in case you are in doubt.
11 Other terms
Changing the Agreement: We may amend this Agreement by providing the Customer with at least 30 days prior notice. If the Customer does not accept the change made by us to this Agreement, the Customer has the right to terminate the Agreement by written notice to us prior to the effective date of such change.
Communications: We may communicate with you through the Service or through other means including email, mobile number, telephone or mail. Please notify us in case your contact details change.
No waiver: Our failure to act with respect to a breach of this Agreement by you does not waive our right to act with respect to that breach or other breaches.
Subcontractors: We are entitled to use subcontractors, including third-party software suppliers, for the provision of the Service.
Entire agreement: This Agreement supersedes all prior agreements, arrangements, and understandings between the parties relating to the subject matter hereof, and constitutes the entire agreement between the parties relating to the subject matter hereof.
Assignments: We are entitled to assign all or any of our rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of our business assets relating to the Service without the Customers prior consent. The Customer is entitled to assign any of its rights or obligations hereunder in whole or part without our prior written consent.
Governing law and dispute resolution: This Agreement shall be governed by and construed in accordance with the laws of Finland, except for its provisions on choice of law and CISG. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland.