Terms and Conditions of Use

Document Version: 2.1
Last Update: 29 June 2023

These terms and conditions of use (the “Terms”) are a legal agreement between You (an entity or person) and Contract Understanding Limited.

PLEASE READ THESE TERMS & CONDITIONS CAREFULLY BEFORE ACCESSING OUR WEBSITE OR THE SERVICES PROVIDED.

BY ACCESSING OR USING ANY PART OF THE WEBSITE OR THE SERVICES PROVIDED, YOU AGREE TO BE BOUND BY THESE TERMS & CONDITIONS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS AND OUR PRIVACY POLICY, THEN YOU MAY NOT ACCESS THE WEBSITE OR USE THE SERVICES PROVIDED.

Contract Understanding Limited offers this Website and the Services, including all information, tools and services available from this site to You, the User, conditioned upon Your acceptance of all terms, conditions, policies and notices stated here, including those additional terms and conditions and policies referenced herein and/or available by hyperlink.

  1. Definitions and Interpretations

”Contract Understanding”, “we”, “us” or “our” refers to, in these Terms, Contract Understanding Limited, company registration no 191504, a company registered under the laws of Mauritius.

“You” or “Your” refers to, in these Terms, the person or legal entity signing up for our Service and executing these Terms.

“User”, “Users” means, in these Terms, the person or persons using the Site or Service under Your subscription.

“Party” means in these Terms, either You or Contract Understanding.

“Site” means, in these Terms, the website Contract Understanding.com.

“Service” means, in these Terms, Contract Understanding’s service for contract management, which can be accessed via our Site.

“Content” means, in these Terms, all data, documents and all other information provided by a User to the Site or Service.

“Account” means, in these Terms, a personal password protected account used to identify Users during use of the Service.

The definitions above shall apply in these terms regardless if they are capitalized or not.

  1. Sign Up and Account

To use our Service, You must sign up for an account. You agree that You provide us with accurate and complete information during the sign-up process and to update Your account information if details should change. You may not sign up if You are under the age of 18. If signing up on behalf of a legal entity You warrant that You have the legal capacity to enter into these Terms on behalf of this legal entity.

The User signing up for the Service will automatically become the subscription owner and will have administrative authorizations for Your Account(s). A User with administrative rights can use all the functions of the Service including but not limited to upload, draft, comment, revise, send and sign Content. Furthermore, a User with administrative rights has the authorization to create, designate and revoke others’ Accounts and to designate authorizations (including administrative rights) to other Users.

You agree that You will be entirely responsible for any and all access or Your use of the Site and Service under Your Account(s) and that You are liable for all actions and activities conducted under Your designated Account(s).

You are responsible to protect Your Users’ personal passwords and warrant to treat them as sensitive and confidential information. We further advice You to use personal passwords with sufficient password strength and to change the personal passwords at regular intervals to prevent unauthorized access.

You agree to not allow any other person to use Your Account(s) to access the Service and to not use any other person’s account to access the Service. You agree to notify us in writing immediately if You become aware of any unauthorized use of Your Account(s), or breach of Your Account information or password.

We reserve the right to terminate any Account(s) if activities occur which constitute or may constitute a violation of these Terms or of any applicable local or international laws, rules or regulations.

We shall not be held responsible for unauthorized access to Your Account(s) and we will not be liable for any damage or loss that You may incur as a result of someone else using Your username or password, either with or without Your knowledge.

We reserve the right for us, our contractors or our employees to access Your Account and the information that You have provided for support, maintenance and servicing purposes or for any security-related, technical or billing reasons.

  1. Subscription, Pricing and Payment

We offer different subscription plans to our Service. Information about available subscription plans, pricing and further information (e.g. regarding free trial periods) is published on our Site. All stated prices are excluding all taxes, levies, or duties imposed by taxing authorities.

The Service is billed in advance for the entire term of the subscription, i.e. monthly or yearly, unless specifically agreed otherwise. Your subscription will be automatically renewed for the same term and we will charge You through Your registered payment method.

You must be authorized to use the payment method that You enter when You pay for a subscription. You authorize us to charge You for the Service using Your payment method and for any paid feature of the Service that You choose to sign up for.

In addition to the fees we charge, You may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

You must keep Your billing information and payment method current. You can access and modify them in Your Account.

If we do not receive payment on the due date, Your Account(s) will be frozen and inaccessible until we have processed all outstanding payments. If You choose to cancel, Your subscription ends at the end of Your current billing cycle. You agree to be bound by this agreement and undertake to make payment in full for the total contract period. Should you give notice to terminate the subscription at any time, you will remain liable for the full payment of the contract period initially agreed but you will not be liable for any subscription payment after the end of the contract period.

We reserve the right to change subscription plans, prices and to add additional fees or charges at any time. We will inform You in advance about changes to Your subscription and You will have the possibility to change or cancel Your subscription in case You do not agree to these changes. Adjusted prices shall take effect upon any subsequent billing cycle.

  1. Refunds and Termination

You may terminate these Terms by cancelling your subscription for the Service and discontinuing the use of the Site and the Service.

Your obligation to pay accrued charges and fees shall survive any termination of these Terms.

Refunds for any remaining prepaid period will not be provided upon cancellation, however, you will not be billed for any additional periods beyond the contractually committed period.

  1. Limited Licenses

Subject to these Terms, Contract Understanding grants You a limited, revocable, non-exclusive, non-transferable and non-assignable license to use the Site and Service for Your own individual, enterprise, and limited commercial use subject to these Terms. You agree not to resell the Service. You may not transfer, lease, sub-license, modify, reverse engineer, decompile or disassemble the Site and Service. You may not copy, adapt, alter, modify, translate, or create derivative works of the Site or Service without written authorization from Contract Understanding. You may not use the Site or Service for illegal purposes or for the transmission of information that is unlawful, libellous, abusive, obscene or that infringes the rights or intellectual property of others. You may not permit other individuals to use the Service, including but not limited to shared use via a network connection, except under the terms of these Terms. You may not rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Service. You may not circumvent or disable any technological features or measures in the Site or Service for protection of intellectual property rights. You may not use the Site or Service in an attempt to, or in conjunction with any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. Any such forbidden use shall immediately terminate Your license to the Site and Service.

  1. Content

The Service includes functionality for uploading, posting, linking and communicating and otherwise making Content available to Users. As such User, You are at all times responsible for all distribution or other actions under Your designated Account(s).

By adding Content to the Service You warrant that You are either the owner of the uploaded Content or that You hold a valid license to such Content from the appropriate rights holder and that the Content or Your use of the Content is in no way a violation of any national or international legislation. We will not supervise whether any Content is lawfully uploaded or distributed through the Service.

By posting Content to the Service You are aware that, depending on the settings of Your Account(s), such Content might be shared with other Users under your subscription.

We do not take any responsibilities for lost Content and we advise You to always keep Your own backup of Your Content.

Contract Understanding does not take any responsibility with regards to the validity of Content provided by You or any other user.

By using the Site and Service, You acknowledge that You may collect information which is considered as being personal information and/or personal information which is defined as being sensitive, under the applicable laws. You acknowledge that You shall be solely and exclusively responsible to provide all the necessary controls as well as obtain any consent, which You might be legally obliged to obtain.

  1. Confidentiality

We are not liable for any confidential information shared through the Site or Service, provided that we have not been acting with gross negligence or intent.

  1. Code of conduct

The Site and Service may be used for lawful purposes only. You agree that You may not use the Site or Service to post, transmit or otherwise distribute illegal material.

By this, You agree to:

    1. NOT defame, abuse, harass, threaten or otherwise violate the legal rights of others or of any third party, including us.
    2. NOT in any matters publish, post or in any other way distribute – any material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, poetically slanted, indecent or unlawful.
    3. NOT contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm the Site or Service, its Users or us in any way.

We advise You to use the Site and Service carefully and to keep in mind that legal documents distributed by You or other Users might be subject to non-disclosure provisions and/or contain trade secrets or other sensitive information.

  1. Compliance with Laws

You and Your Users will use the Service and Site in full compliance with all applicable laws and regulations with regard to Your use of this Site and the Service. No User shall be in violation of any statue, law order, decree, regulation, license or authorization.

  1. Assumption of Risk

You use the Internet solely at Your own risk and subject to all applicable local, state, national, and international laws and regulations. While Contract Understanding has endeavoured to create a secure and reliable Site and Service, Contract Understanding is not responsible for the security of any information outside of its control. We shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Site or Service.

  1. Intellectual Property and Proprietary Rights

The Site and Service, its original content, features, functionality, and design elements are and will remain the exclusive property of Contract Understanding and its licensors. Our intellectual property may not be used in connection with any product or platform without the prior written consent of Contract Understanding.

You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any information, software, products or services obtained from the Site or Service, except for the purposes expressly provided herein, without Contract Understanding’s prior written approval.

In the course of performing the Services, Contract Understanding will have access to Your Content. All right, title and interest in Your Content is the exclusive property of You, except as otherwise stated.

Contract Understanding may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any Content, except for the Services expressly provided herein, without Your prior written approval.

For the avoidance of doubt, we will take proper and all reasonable measures to ensure the confidentiality of Your Content and only make such limited use of the Content as strictly necessary for us to perform the Services.

All Your trademarks, trade names, service marks and logos are proprietary to You. Contract Understanding’s use of any of Your marks in any manner other than as authorized in these Terms, or as authorized in writing by You, is strictly prohibited.

For the avoidance of doubt, all such rights to Contract Understanding to use Your Content shall be granted solely for term of these Terms.

  1. Warranties

We warrant to You that:

    1. The Site and Service is provided in accordance with the applicable laws and regulations;
    2. All and any intellectual property rights (including without limitation all copyright, trademarks, design rights, service marks, whether registered or unregistered) in any content provided by Contract Understanding do not infringe the rights of third parties when used in accordance with these Terms; and
    3. Contract Understanding will only use Your Content in accordance with these Terms and with its Privacy Policy.

You warrant to us that:

    1. You use the Service in accordance with the General Data Protection Regulation (GDPR, EU 2016/679) if you are located in the European Economic Area (EEA) or use our Service to process data from data subjects who are resident in the EEA.
    2. You are not located in a United Nations Security Council sanctioned country and are not on a sanctioned persons list.
    3. You will not purchase the Service using funds sourced from a sanctioned country.

 

  1. Disclaimer

The Site and the Service are provided “as is”. Other than the expressed warranties in clause 12 of these Terms, Contract Understanding makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or other violation of rights. Further, we do not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on the Site or Service or otherwise relating to such materials or on any sites linked to this Site or Service.

  1. Limitations of liability

We do not warrant that the Site or Service will meet Your requirements or expectations of it or that the use of the Site or Service will be uninterrupted or free from errors.

In no event shall Contract Understanding or any of its suppliers, partners or affiliates be liable for any damages incurred by you or any third party whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) arising from (a) your access to or use of or inability to use the Site or Service, (b) any failure or interruption of the Site or Service; whether as a result of errors, omissions, loss of data, defects, viruses, interruptions or delays in operations or transmission or any other cause, (c) your reliance upon any of the Site or Service, (d) Contract Understanding’s termination or suspension of your access to all or any part of the Site or Service, (e) data loss or cost of procurement of substitute goods or services; or (f) any matter beyond the control of Contract Understanding. Whether based on warranty, contract, tort, or any other legal theory, and whether or not Contract Understanding is advised of the possibility of such damages.

Contract Understanding’s maximum liability arising out of or in connection with the Site or Service, regardless or the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed your annual subscription fees.

Some jurisdictions do not allow the limitation or exclusion of liability. Accordingly, some of the above limitations may not apply to you. To the extent that any Contract Understanding party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope of duration of such warranty and the extent of Contract Understanding’s liability shall be the minimum permitted under such applicable law.

  1. Links and Third Party Websites

The Site and the Service may include links to or compatibility with certain websites, materials, or content developed by third parties. The inclusion of any link does not imply endorsement of this website by Contract Understanding. Contract Understanding has not reviewed all of the sites linked to its Site or Service and is not responsible for the contents of any such linked website. We reserve the right in its sole and absolute discretion to discontinue links to any other sites at any time and for any reason.

Use of any such linked website is at Your own risk. Contract Understanding assumes no responsibility for the content or practices of any third party websites or services that may be reached by following links on the Site or Service. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, good or service available on or through any such web sites or services.

You also acknowledge and agree that any and all agreements between You and any other party is made on Your own risk and that we are not responsible for any of Your loss or damage in relation to such agreements.

  1. Monitoring and Security

For Your protection, we reserve the right to view, monitor, and record activity on the Site and Service without notice or further permission from You, to the fullest extent permitted by applicable law and only in accordance with these Terms and our Privacy Policy. This right extends to our review of tracking activity and details pertaining to claimed violations by users. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site and Service. Actual or attempted unauthorized use of any of the Site and Service may result in criminal and/or civil prosecution.

  1. Changes to the Site and the Service

We reserve the right to change, modify, suspend and /or discontinue the Site and Service at any time including, but not limited to, (a) functions, (b) features) and (c) services, with or without notice. We will take reasonable efforts to keep the Site and Service operational and fully functional during changes.

Any new or changed functions, features or services which are added to the current Site or Service shall also be subject to these Terms.

  1. Indemnification

If Contract Understanding and its subsidiaries, affiliates, directors, officers, agents, and employees should incur any liability to a third party arising out of or in any way related to (a) your breach of these Terms (or any supplemental terms), (b) your use and access of the Site or Service, (c) your Content or anything you upload or make accessible through the Site or Service, (d) your unauthorized use of material obtained through the Site and Service, or (e) your violation, alleged or actual, of any third party right; you agree to indemnify and hold Contract Understanding and its subsidiaries, affiliates, directors, officers, agents, and employees free and harmless from any such liability, and from all loss, claims, costs, demands, debts and causes of action in connection therewith, including reasonable attorney’s fees and expenses.

  1. Duration and Termination

You may terminate these Terms by cancelling Your subscription for the Service and discontinuing to use the Site and the Service. Your obligation to pay accrued charges and fees shall survive any termination of these Terms.

Contract Understanding may terminate these Terms and Your right to use the Site and Service with or without cause at any time.

These Terms are in effect from the day You accept them and cease to be in effect when terminated as described above. Upon termination, Your right to use the Site and Service will immediately cease.

Rights and obligations under these Terms which by their nature are intended to survive termination, including without limitation the indemnification and limitations provisions, will remain in full effect after termination or expiration of these Terms.

  1. Assignment and Delegation

You may not assign or delegate any rights or obligations under these Terms. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Contract Understanding for any third party that assumes our rights and obligations under these Terms.

  1. Severability

If any provision of these Terms between Contract Understanding and You is held to be invalid or unenforceable, such provision shall be limited, modified or severed to the minimum extent necessary to eliminate its invalidation or unenforceability so that these Terms otherwise remain in full force, effect and enforceable.

  1. Waiver and Ambiguities

The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Any ambiguities in the interpretation of these Terms shall not be construed against Contract Understanding.

  1. Headings

Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of these Terms.

  1. Privacy / Data Protection

Contract Understanding complies with the EU General Data Protection Regulation (GDPR), Regulation (EU) 2016/679. Please refer to our Privacy Policy for details on our privacy practices.

  1. Changes to these Terms

We reserve the right to change these Terms from time to time. The most current version of these Terms can always be found on our Site. You should periodically check the Site and the Terms & Conditions page for updates.

If you have an account with us, we will notify you of significant changes to our Terms by sending a notice to the email address associated with your account (unless you have unsubscribed from email communications) and/or by written notice within our Service.

All changes or modifications automatically take effect on the sooner of the day You use the Site and/or Service, or 30 calendar days after they are initially published on the Site.

By continuing to access our Site and Service, after those changes become effective, You agree to be bound by the revised Terms.

  1. Governing Law and Dispute Resolution

These Terms shall be governed, construed and enforced in accordance with the laws of the United Kingdom.

Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled under the exclusive jurisdiction of The High Court of Mauritius. The language to be used in court proceedings shall be English.

  1. Entire Agreement

These Terms, our Privacy Policy and any other policies or operating rules posted by us on this Site or in respect to the Service constitute the entire agreement and understanding between You and us and govern Your use of the Site and Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and us (including, but not limited to, any prior versions of these Terms).