Terms and Conditions of Engagement

Terms and Conditions of Engagement

1. Scope

The relationship between Meyerlustenberger Lachenal Ltd, Schiffbauplatz, 8005 Zurich, Switzerland (mll), and the user (Customer, you, your, etc.) for any sale of legal documents (Products) on the mll legal document platform (Platform) is governed by the following General Terms and Conditions (GTC). The GTC apply in their version valid at the time of the respective order.

These GTC govern:

• your access to and use of the Platform and any mobile application related to the Platform. By accessing and using the Platform or any mobile application related thereto, you agree to comply with these GTC. You may not access and use the Platform if you do not agree to the version of the GTC available on the Platform at the time of your access or use.
• the licensing of Products offered on the Platform.

The Customer can retrieve, save and/or view the GTC on his device when ordering on the Platform via links provided. It is the sole responsibility of the Customer and is recommended by mll to print out the GTC (for example as a screen print or after highlighting the website text).

Contradictory terms and conditions, namely those which the Customer declares to be applicable together with the binding order, are only valid if, and to the extent, they have been accepted by mll expressly and in writing.

Mll reserves the right to amend these GTC any time with effect for the future.

2. Restriction of use of the Platform

The Platform’s offer is intended exclusively for persons of legal age (at least 18 years old) acting on behalf of a legal entity (B2B). Customers must register personally and provide their name as well as the company email-address, name and address. They warrant and represent that all of the data provided for registration is accurate at any time.

The use of the Platform is only possible if a current and valid email-address is provided. This email-address serves for communications with mll and will be used for all correspondence related to the contract.

For technical reasons, it is impossible for mll to establish with certainty whether any Customer is in fact the person he or she represents to be. Therefore, mll assumes no liability for the actual identity of a Customer.

3. Registration on the Platform

Customers may access the Platform generally without any registration. It is also possible to access the descriptions of Products and services without registering. The setup of a user account (Account) is necessary to use all functions provided on the Platform, particularly to buy Products. The Account requires a valid email-address that serves as username and a password. If the Customer orders a Product without using an Account or without having registered an Account, a new Account will be generated automatically in order to provide full access to the purchased Product. The Customer receives an email notification of the Account opening.

Customers are responsible for keeping the username and the password strictly confidential. It is prohibited to grant access to third parties without the express consent of mll. In the case of unauthorized access to their Accounts, users must immediately notify mll.

Mll reserves the right to deny the setup of an Account in the case that there are indications of misconduct as well as to delete existing Accounts in the case of an infringement of these GTC.

4. Access and Use

The contract between mll and the Customer about the access to and the use of the Platform and any potential future mobile application of mll is executed by the conclusion of the online registration process or the automatic setup of an Account in case of conclusion of the contract.

5. General Use of the Platform

Customers may access and use the Platform in accordance with these GTC at any given time. Customers may use the different services and functionalities on the Platform such as are available from time to time.

Mll reserves the right to modify the services and functionalities offered on the Platform and/or to offer services that differ from those offered at the time of the Customers’s registration at any time.

5.1 Automated Legal Documents

The Products provided on the Platform to Customers include automated legal documents. Automated legal documents allow the Customer to generate legal documents by him or herself or to have a substantial influence on the content of the legal document. The documents are generally generated in applications hosted on the IT environment of mll, unless otherwise notified to the Customer.

Automated legal documents usually require the Customer to answer certain questions about specific contract issues or to provide specific information. The respective information requested by those automated legal documents is also qualified as content for the purpose of these GTC, provided that, information submitted by a Customer during the Q&A-process for the purposes of generating an automated legal document shall not be used by mll for purposes other than in relation to generating your document or as otherwise agreed with you.

The information requested is automatically implemented into a template in order to generate a more specific contract template. The respective legal documents are for the purpose of these GTC dealt with in the same way as any other legal documents, i.e. the warranties for legal documents apply to these self-generated documents as well.

It is the Customer’s sole responsibility to answer the questions or to provide the required information in a correct, complete and accurate manner. The quality of the information provided substantially affects the legal document generated.

6. Duties of the Customer

Customer refrains from any activities that affect or compromise the operation of the Platform or its technical infrastructure. This especially refers to:

• applying software, scripts and data bases in connection with the use of the Platform
• automatic readout, blocking, overwriting, modification, copying of data and/or other content unless necessary for the use of the Platform
• introduce software or automated agents to the Platform, or access the Platform so as to produce multiple accounts or to strip or mine data from Platform
• dissemination and/or communication to the public of any content of the Platform without permission of mll

When using the Platform Customers must in particular not:

• try to manipulate any other Customers profile
• try to get knowledge of other Customers username and password by any means

If any issue is detected by the Customer during the use of the Platform or its features, Customer will inform mll immediately.

7. Contract Conclusion

The presentation of Products and services on the Platform do not constitute a legally binding offer, but a non-binding online catalogue. Therefore, the Platform merely represents an invitation to the Customer to provide offers for the conclusion of a purchase contract concerning the Products.

A binding order is only triggered when the Customer enters all data required for the execution of the contract, acknowledges these GTC and has clicked on the “Binding order” button (Order). Until this button is clicked, the Customer can select Products without commitment and place them in the shopping cart via the “Add to cart” button. Before placing the order, the Customer can enter and change the order data. The placement of the order is deemed to be an offer of the Customer to conclude a contract with mll.

After placement of the order, the Customer receives an automatic order confirmation that again reflects the content of the Customer’s order. This automatic order confirmation does not yet constitute acceptance of the offer but only documents that the order has been received by mll.

The contract is concluded once the payment is received (e.g. the credit card is debited). For your internal record-keeping, we will send you an email as a receipt for your purchase.

The contract is only agreed for the items explicitly listed in the invoice, order confirmation or download notification. The scope of performance is limited to these listed Products.

8. Prices and Delivery

The stated prices in the description of the Products and services on the Platform include the statutory VAT. Mll reserves the right to change the prices for the offered Products and services at any time. The respective price at the time of the order applies.

Purchased Products are provided for immediate download. Customers are entitled to view the purchased Product(s) for a period of 90 days from the date of purchase using their online access, to download them and to save them on their device, within the limits of Section 10 of these GTCs.

9. Payment methods

The payment options specified on the Platform are available to the Customer. There is no entitlement to the use of a specific method of payment.

By placing the order, you provide your credit card details at the same time. After proving your legitimacy as the rightful cardholder, your credit card company will be requested to initiate the payment transaction immediately after your order. The credit card company will automatically execute the payment transaction and will charge your card.

10. Use Rights / Use Restrictions

With the conclusion of the contract for a Product, the Customer is granted certain rights to use that Product. Rights, title, and interest in the Product will, however, remain with mll and are not transferred to the Customer.

Customers are permitted to access the document-generation interview of the purchased Product for 90 days from the date of purchase. Customers are entitled to export and download an unlimited number of copies of the purchased Product(s) in Word format.

The Products are intended for B2B Customers only. Copies of the purchased Product(s) may be used by the employees of the legal entity and branches of the legal entity. However, the use rights of legal entities are not extended to any other company of a group of companies. Such other companies must obtain license rights on their own.

Customers are granted a simple, non-exclusive, non-sub-licensable and non-transferable right of use for the ordered Product(s) during the contract term. The right of use entitles Customers to download the purchased Product(s) for personal limited commercial uses, i.e. for concluding a business contract with another business partner. The Customers are, however, without the explicit consent of mll, not permitted to use the purchased Product(s) for unlimited commercial purposes, in particular, but not limited to the sub-license or transfer of the rights in the legal documents to any third party. Furthermore, Customers are not permitted to sell or transfer in another form printed and/or digital copies of the purchased Product(s) to a third party in the sense of a resale.

11. Exclusion of Warranty and Liability

Unless otherwise agreed upon or determined, mll excludes any warranty and liability with respect to Products and services to the maximum extent permitted by the applicable law. The limitation of liability includes the liability for indirect or consequential damages.

Under no circumstances is responsibility assumed for any loss or damage resulting from use of Products and services offered on the Platform. The Products and services are provided “as is” and as available. Any warranties and conditions of any kind are expressly disclaimed, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. No warranty is made that:

1. the Products or services will meet the Customer’s requirements; or
2. the results that may be obtained from the use of the Products and services will be accurate, reliable and as expected by the Customer.

All Products provided on the Platform are drafted with professional care. The Products do not claim to be complete or accurate for any purpose whatsoever. The Products are to be understood and used as checklists or drafting guidelines that provide indications on how to balance the typical interests of the involved contract parties.

The Products do not dispense the Customer from a diligent and responsible assessment. They are solely drafting proposals. Contract laws generally provide involved parties regularly with a substantial discretion when determining contract provisions. Customers may therefore choose to integrate different or additional provisions that may better suit their interests and/or the specific constellation or purpose. The Customers are responsible to assess and consider whether and which part of the template modifications are necessary in order to adjust to the specific constellation and purpose. If Customers need a tailor-made agreement, they must seek the advice of mll or any other attorney or other legal expert.

Under no circumstances, neither explicitly nor implicitly, does the purchase of Products lead to or establish an attorney-client-relationship between the Customer and mll.

For the avoidance of doubt, Customers may not rely on the content in a Product appropriately addressing the facts and circumstances applicable to the Customers specific case. The Customer must act for its own account in using the Product, and make independent decisions as to how a Product should be tailored to its own facts and circumstances, based upon his or her own judgment and upon advice from such legal and other advisers, as the Customer has deemed necessary.

12. Termination

12.1 Access and Use Contract

The contract is generally concluded for an indefinite period of time. It can be terminated by both parties with immediate effect (de-activation of the Account). Any payment due remains unaffected by a termination.

Besides and beyond that the parties’ rights to extraordinarily terminate the contract for good cause remain unaffected. A termination for good cause on behalf of mll is justified in any case of a serious breach of these GTC, among other things, when:

• the Customer violates his obligations under these GTC, particularly if the Customer fails to register under his own name an behalf of a legal entity, email-address or re-registers after having been terminated by mll for good cause in the past.
• the Customer violates the Customers’s duties of these GTC in a manner that makes it, in mll’s opinion, unsuitable for mll to continue the contract with the Customer.

Termination notices can be given by email, fax or other written correspondence.

All provisions of these GTC shall survive termination or expiration of these GTC except those granting access to or use of the Platform. Mll will have no liability whatsoever to the Customer for any termination of their account or related deletion of their information.

Instead of declaring the termination of the contract for good cause, mll may block the Customer’s access to the Platform for an indefinite period at its sole discretion. In case of the termination of the contract, the Customer can no longer access his Account.

12.2 Licensing Contracts for Products

Unless otherwise agreed upon, the licensing contracts with respect to Products are concluded for an indefinite period of time. Each party may terminate the contract for good cause. The licensing contracts may, in particular, be terminated if one of the parties breaches these GTC and any additional terms and conditions set forth in connection with the licensing of the Products offered on the Platform, such as an infringement of the use rights / use restrictions (Section 10) or any other license provisions set forth by mll in the particular case.

Upon the termination of a license contract, the Customer will promptly cease all use and return or destroy all copies of the Products covered by the respective license as instructed. Unless otherwise agreed upon, the Customer is, however, permitted to continue the use of “second hand works”, i.e. agreements that are created based on a legal template or document ordered by the Customer on the Platform, as long as the creation and development of the agreement was executed in compliance with these GTC.

13. Warranty and Liability for the Platform Operation and Functionalities

This provision governs the warranty and liability of mll with respect to the operation of the Platform and its functionalities only. Mll endeavours to offer a steady service free of interferences. However, this applies to services mll can influence. The Customer recognises that a full and complete availability of the Platform at all times is technically impossible. Mll may limit the accessibility of the Platform partially, temporarily or permanently for reasons such as maintenance work, capacity issues or because of other issues outside its sphere of influence.

Mll assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Platform. Mll is not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or on the Platform or a combination thereof, including any injury or damage to visitors or to any person’s device related to or resulting from participation or downloading materials in connection with Platform. Under no circumstances shall mll be responsible for any loss or damage resulting from use of the Platform.

The Platform is provided “as is” and as available. Mll expressly disclaims any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Mll does not warrant that:

1. the Platform will meet your requirements; or
2. the results that may be obtained from the use of the Platform will be accurate or reliable.

To the maximum extent permitted by applicable laws, mll is not liable for negligent breaches of duty. Mll’s liability for intention, gross negligence, injuries to persons and liability according to mandatory legal provisions remains unaffected by the aforementioned limitations of liability.

The limitation of liability applies to damages caused by authorised auxiliary persons as well. Mll is not liable for acts of Customers or third parties. These persons do not act as agents or auxiliary persons of mll. Liability for indirect or consequential damages is excluded to the extent permitted by law.

14. Indemnification

Customer will keep mll and its employees or agents indemnified against all claims of third parties regarding alleged or actual violations of rights and liberties and/or violation of third-party rights by acts of the Customer in connection with the use of the Platform.

Customer will compensate mll for all costs incurred by claims of third parties against mll. Eligible costs include costs for appropriate legal actions and defence that arise for fighting claims of third parties. In this case mll will inform the Customer about required legal measures immediately.

15. Intellectual Property Rights

The Platform contains only the legal templates and documents provided by mll. Mll owns and retains all proprietary and intellectual property rights in the legal templates and documents provided and mll owns and retains all property rights in the Platform. If you are a Customer, mll hereby grants you a limited, revocable, non-sub-licensable license under the intellectual property rights licensable by mll to download, view, copy and print the legal templates and documents provided solely for your use in connection with using the Platform in accordance with these GTC. Except as provided in the foregoing, you agree not to:

1. reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Platform or the legal templates and documents provided; or
2. rent, lease, loan, or sell access to the Platform.

16. Links to Third Party Websites

The Platform may contain links to third party websites. Mll does not monitor or have any control over, and makes no claim or representation regarding third party websites. To the extent such links are provided on the Platform, they are provided only as a convenience, and a link to a third party website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such third party website. When you leave the Platform to visit a third-party website, these GTC no longer govern.

17. Data Privacy

The collection and processing of your personal data by mll is set out in the Privacy Policy. The Privacy Policy forms an integral part of these GTC and can be accessed by clicking here.

In order to use the Products the Customer has to enter certain information during the Q&A-process to generate a more specific template. Such data will not be stored permanently by mll directly. However, data to generate the automated template will be stored temporarily on a server of Metanet (Josefstrasse 218, 8005 Zurich, Switzerland) in Switzerland for a period of 90 days. In addition data may be collected and stored by the hosting platform of Exari Solutions (Europe) Limited, 20 St Dunstan’s Hill, London EC3R 8HL (Exari). Exari provides the software with which automated templates offered by mll are being created. Exari’s current hosting platform provider is Amazon Web Services which stores the data in Dublin, Ireland.

18. Final Provisions

If any provision or clause of these GTC shall be held invalid, this invalidity shall not affect any other provisions. The invalid provision shall be deemed to be replaced with a legally effective provision coming as close as possible to the commercial sense and purpose of the invalid provision. The same shall apply to any gap in these GTC.

These GTC and the contracts based on them are exclusively governed by Swiss law with the exclusion of the Vienna Sales Convention.

The place of performance as well as the exclusive place of jurisdiction with regard to any dispute arising from or in connection with these GTC, the Products or any other relationship between the Customer and mll irrespective of the legal basis shall be in Zurich, Switzerland. Mll shall be entitled to bring lawsuits against Customers also before other courts as provided for by applicable law.