Terms & Conditions
1. Definitions
1.1 In this agreement, the following words have these meanings:
“agreement” means this agreement between you and OneLaw, comprising these terms and conditions and the corresponding schedule that you have signed.
“business day” means a day which is not a Saturday, Sunday or a public holiday for us or our sub-contractors.
“business hours” means 8:30am to 5:00pm on any business day.
“confidential information” means all information which is made available by one party to the other (in any form and regardless of whether it is explicitly labelled as confidential) which the other could reasonably expect is confidential.
“concurrent users” means end users who are logged on to our OneLaw Software at the same time.
“current rates” means our current rates as detailed under “Our Fees and Charges.”
“force majeure” means an event which is beyond the reasonable control of the party seeking to rely on such event, including:
(a) riot, civil unrest, military action, terrorism or war (whether declared or not) or threat of or preparation for war;
(b) damage to or destruction of premises or equipment, or breakdown of equipment, in each case not attributable to the party seeking to rely on such event;
(c) imposition of sanctions, embargo, blockade, or breaking off of diplomatic relations;
(d) epidemic (including any Public Health Emergency of International Concern or pandemic declared by the World Health Organization) or pandemic;
(e) any failure or refusal of any government or public authority to grant any necessary licence, permit or consent;
(f) interruption or failure of a utility service or transport or telecommunications network and/or breakdown of plant or machinery;
(g) severe delays or disruptions to the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(h) any change in applicable law which materially impacts a party’s ability to perform any obligation under this agreement and/or significantly increases the costs to be incurred and/or effort to be expended by any party in performing its obligations under this agreement;
(i) earthquake, storm, fire, flood, landslide or other natural disaster; and
(j) industrial action, strikes or lock-outs by employees of third parties (excluding sub-contractors and suppliers of the party seeking to rely on such event unless no substitute is reasonably available).
“Installation Fees” means the installation, consulting and project management services fees as set out in this agreement.
“minor bug or defect” means any bug or defect for which a workaround solution is available.
“OneLaw Data” means your electronic OneLaw Data which is generated or managed by a licensed copy of our OneLaw Software.
“OneLaw Licence” means this OneLaw Software Licence Agreement which enables you to use our OneLaw Software.
“OneLaw Software” means those OneLaw Software modules identified in your OneLaw Licence, which are licensed by us to you.
“we” “us” or “our” means OneLaw Limited.
“you” means you, the End User of our OneLaw Software as stated in the schedule.
2. Licence of our Software
2.1 We develop computer software, the OneLaw Software, for use by the legal industry.
2.2 We license you to use the OneLaw Software in your legal practice.
2.3 You may not exceed the number of concurrent users specified in the schedule without paying an increased monthly subscription.
3. Term
3.1 You can use the OneLaw Software for as long as you like.
3.2 You can end the OneLaw Licence by giving us fifteen (15) business days’ notice.
3.3 We can end the OneLaw Licence by giving you six (6) months written notice; provided that, if we end the OneLaw LIcence within twelve (12) months of the commencement date, we will reimburse you for the Installation Fees that you have paid to us.
3.4 You should refer to paragraph 21 for the further consequences of termination.
4. Our Guarantees
4.1 We guarantee that our OneLaw Software will be of acceptable quality, and while we will do what is commercially reasonable to avoid issues arising, the OneLaw Software is subject to limitations and constraints. We cannot accept responsibility if failure to deliver the services described in this agreement are caused by:
4.1.1 minor bugs and defects in our OneLaw Software;
4.1.2 failure of your workstations, devices and internet connections to meet or exceed our minimum system requirements;
4.1.3 your failure to maintain secure, unshared strong passwords and strong IT infrastructure security;
4.1.4 a security breach;
4.1.5 factors outside our reasonable control (for example, natural disaster, war, pandemic, acts of terrorism, riots, government action); or
4.1.6 use of the OneLaw Software in breach of this agreement.
4.2 We guarantee that our services will be carried out with the reasonable care and skill you could objectively expect from a prudent software provider.
5. Your System
5.1 You are responsible for providing your own IT infrastructure including workstations, servers, connected devices, associated software and internet connections, which must always meet or exceed our minimum system requirements. If you fail to do this our software may not operate correctly or you may not be able to use the OneLaw Software as intended or upgrades to our OneLaw Software may not operate correctly.
5.2 We will let you know what our minimum system requirements are, either by notice to you or by publishing them on our website.
5.3 Our minimum system requirements may change from time to time.
6. Documentation and Training
6.1 We will give you manuals or access to electronic help files which will enable you to understand and operate our OneLaw Software.
6.2 We will provide you and your employees with training on the use of our OneLaw Software. The amount of training required and its timing will be agreed between us on each occasion.
6.3 We will charge you for training services at our current rates (including reasonable expenses for travel and accommodation for on-site assistance).
6.4 We may use sub-contractors to perform our training services.
7. Installation
7.1 We will install our OneLaw Software on your system at a time to be agreed between us.
7.2 Before installation, we will consult with you and make recommendations as to how your system should be setup. We will agree a planning and installation timetable which suits both of us. We will also identify what equipment and OneLaw Software you need to meet our minimum operating specification.
7.3 We will each appoint key contact persons who will represent us for planning, installation, OneLaw Data migration and training purposes.
7.4 You will provide us with full access to your system and allow us to have contact with your system supplier and/or service provider.
7.5 We will charge you for our installation services at our current rates (including reasonable expenses for travel and accommodation for on-site assistance).
7.6 We may use sub-contractors to perform our installation services.
8. Data Migration
8.1 If requested, scoped and agreed, we will use our best endeavours to transfer your existing data so that it may be used by our OneLaw Software.
8.2 You guarantee to us that the existing data is yours and that its transfer for use by our OneLaw Software will not breach the intellectual property rights of any other person.
8.3 If we agree to transfer your existing data, we will use our best efforts to do so but we cannot guarantee that the import will be successful or that all your existing data can be imported. This will be dependent on the nature of your existing system, how you use that system and the quality of your existing data.
8.4 Your existing data is required to be in a known state (as to bank reconciliation, batch status and other matters) before we attempt a data import. We will make the required states known as part of our installation process.
8.5 A data migration will be deemed successful when our system is in an equivalent state(s) to that of your old system. We will give you reports from our OneLaw Software demonstrating the successful migration and providing a list of any anomalies encountered. Anomalies may require remedial work on your part.
8.6 We will provide the Law Society with an installation report for audit purposes.
8.7 We will charge you for our data migration services at our current rates (including reasonable expenses for travel and accommodation for on-site assistance if it is necessary to be at your site to provide these services).
8.8 We may use sub-contractors to perform our data migration services.
9. Installation Tests
9.1 When we have installed our OneLaw Software on your system (and if requested completed a successful data migration), we will perform tests to ensure that your system and our OneLaw Software are operating properly together.
9.2 Your key person will be involved in our installation testing process, and testing will continue until we are both satisfied.
9.3 When we are both satisfied (acting reasonably) that your system and our OneLaw Software are operating properly (notwithstanding that there may be minor issues still to be resolved) our OneLaw Software will be deemed to have been installed and accepted.
10. Our Copyright
10.1 We guarantee that we have the necessary intellectual property rights to grant you this OneLaw Licence.
10.2 The OneLaw Licence is personal to you for use exclusively in your legal practice. You cannot transfer or sub-licence the OneLaw Software to anyone else.
10.3 If you are a service company owned by a legal practice, the legal practice may use our OneLaw Software – but it must as a condition of use agree to abide by the terms of this agreement.
10.4 You may not copy our OneLaw Software except where reasonably required for backup purposes.
10.5 You will let us know as soon as practicable if you suspect anyone has infringed our intellectual property rights in our OneLaw Software.
10.6 You may not modify our OneLaw Software or use it in connection with other software or OneLaw Data if that would breach the intellectual property rights of a third person.
10.7 You must take reasonable steps to protect our OneLaw Software against anyone copying, misusing or damaging it.
10.8 If we are ever found to be in breach of a third party’s intellectual property rights, then your only remedy and our only obligation will be to do one of the following:
10.8.1 modify or replace our OneLaw Software so that there is no such breach;
10.8.2 procure for you the right to use the third party’s intellectual property; or
10.8.3 if the solutions set out above cannot be achieved, we may give you six (6) months’ notice of recall of our OneLaw Software, and on expiry this agreement will be automatically terminated.
11. Upgrades
11.1 You will be automatically entitled to all upgrades of the OneLaw Software modules which you have licensed. All upgrades are part of our OneLaw Software and this agreement covers their use.
11.2 You will install and maintain OneLaw Data connection services and software (as specified by us) which will enable us to remotely upgrade our OneLaw Software on your system.
11.3 You may be no more than one version behind our current OneLaw Software version at any time unless we agree otherwise.
11.4 Your right to upgrades does not include the right to new functionality modules which we choose to offer for an additional subscription fee.
11.5 We may use sub-contractors to perform our OneLaw Software upgrade services at your site or remotely.
11.6 We will install upgrades and manipulate any data required by an upgrade free of charge if we do so remotely, during business hours and on a business day. We will charge you at our current rates (including reasonable expenses for travel and accommodation for on-site assistance, if required) for installing upgrades and/or manipulating any data required by an upgrade if we do so:
11.6.1 outside of business hours;
11.6.2 on a non-business day; or
11.6.3 on-site.
12. Support Services
12.1 We will provide you with telephone or internet access to our help desk during business hours on business days to support you in operating our OneLaw Software.
12.2 Access to our help desk will be free of charge for consultations of fifteen (15) minutes or less and which total less than two (2) hours in any month.
12.3 Where necessary we will provide on-site assistance if help desk support has not remedied a problem. We will use our best endeavours to identify any issue and provide an immediate solution if that is reasonably possible. Otherwise we will designate the issue as one of the following:
12.3.1 issue prioritised for ‘investigation and fix’ in an urgent OneLaw Software patch;
12.3.2 issue is non-urgent but will be scheduled for ‘investigation and fix’ in an upgraded version of our OneLaw Software;
12.3.3 issue results from your system and requires work from your system supplier and/or service provider;
12.3.4 issue is capable of resolution by implementing changes to your operating procedures or having relevant staff undertake further training; or
12.3.5 issue remains unsupported or unidentified.
12.4 We will use reasonable endeavours to work with you, your system supplier and/or service provider to identify and resolve any issues or problems which affect the operation of your system. This may involve working together to implement temporary workarounds in the case of a problem which can only be addressed by a OneLaw Software upgrade.
12.5 You will ensure that we have electronic and physical access to your system at all reasonable times for the purpose of providing support services.
12.6 We cannot guarantee support for an unsupported version of our OneLaw Software. An unsupported version is one notified to you as unsupported by at least six (6) months prior notice either given to you directly or published in the private logon area of our website.
12.7 We will charge you for our support services at our current rates (including reasonable expenses for travel and accommodation for on-site assistance) unless these services are required because of a material defect or bug (which is not a minor bug or defect) in our OneLaw Software which necessitates a prioritised OneLaw Software upgrade. For the avoidance of doubt, we will charge you for our support services if they are required due to the actions or omissions of your third-party services provider (such as your internet service provider) and/or due to your use of the OneLaw Software contrary to our instructions or modification or alternation of the OneLaw Software by any person other than us.
12.8 We may use sub-contractors to perform our OneLaw Software support services at your site.
13. Our Fees and Charges
13.1 You must pay the following fees and charges to us:
13.1.1 the monthly subscription shown in The Schedule;
13.1.2 our invoiced charges for installation, data migration, training and support;
13.1.3 any other charges invoiced by us at our standard or current rates as contemplated by this agreement.
13.2 Our fees and charges are payable by you at the following times:
13.2.1 We will charge 20% of your implementation costs as a deposit
13.2.2 the first monthly subscription will be payable when our OneLaw Software is installed and accepted. Subsequent monthly subscription payments will be paid on each monthly anniversary of the first monthly subscription due date; and
13.2.3 our invoices for installation, OneLaw Data migration, training and support will be payable fourteen (14) days after the date of the invoice;
13.2.4 support services charges will be added to the monthly subscription fee invoice in the subsequent month after the service has been performed.
13.3 We may vary our monthly subscription at any time by giving you not less than one (1) months’ notice in writing; provided that we will not change our rates more than once in any twelve (12) month period other than for unusual or extraordinary circumstances. You may increase or decrease the number of concurrent users under your OneLaw licence by written request to us and we will adjust your monthly subscription to reflect such increase in the next monthly billing cycle.
13.4 Our fees and charges are payable by automatic bank payment, electronic funds transfer, direct debit authority or otherwise, as required by us.
13.5 Where this agreement provides for charges to be made at our standard or current rates, these will be rates made known to you in our quotation, by notice, by a published rate card or in the private logon area of our website. We may vary our standard or current rates at any time.
13.6 Where we have invoiced you for additional services at our current rates, we will specify where appropriate, the number of hours during which support services were performed and the date and time on which they were performed.
13.7 Where the schedule contains service charge estimates, we will use our best endeavours to provide the services within the estimates.
13.8 We may charge interest at the Reserve Bank’s official cash rate plus 8% if you are late with any payment which is due to us.
13.9 You may not withhold payment of our fees and charges because you have a dispute with us. There is no right of setoff.
13.10 We may withhold services or deactivate our OneLaw Software so that further data may not be added to your system if you have not paid any of our fees, charges, interest and taxes thereon. We will not deactivate your system in this manner unless you have first received at least two (2) months’ notice and our fees and charges remain unpaid.
13.11 GST is payable by you as an addition to our fees and charges.
13.12 From time to time, we may partner with third-party providers to allow integration of third-party services or applications to the OneLaw Software. We may charge the third-party certain fees for such integration (including through revenue share mechanisms). You consent to our collection of such fees from the third party. We reserve the right to terminate the integration of any third-party services or applications to the OneLaw Software at any time. We will provide you with three (3) weeks’ notice of our intention to terminate the integration.
14. Data and Privacy
14.1 All OneLaw Data will belong to you.
14.2 Our personnel and subcontractors will not access, view, modify, copy or delete your OneLaw Data without seeking your explicit approval to do so.
14.3 We will notify you immediately (and, in any event, within 24 hours) upon us becoming aware of:
14.3.1 any material information security control weakness in our systems;
14.3.2 any material information security incident or event affecting your OneLaw Data;
14.3.3 any material information security incident or event which we have notified to regulators, either in New Zealand, Australia or any other jurisdiction; or
14.3.4 any disclosure of your OneLaw Data or other confidential information in breach of this agreement.
In this clause an information security control means a security control internal to us that could affect your OneLaw Data and which should be implemented in accordance with recognised industry standards.
In this clause an information security event is something that might affect the security of your OneLaw Data without necessarily compromising it; for example, if a hacker attempts to gain access to your OneLaw Data without success.
In this clause an information security incident is something that adversely affects the security of your OneLaw Data; for example, a loss of information due to a system malfunction.
14.4 During our relationship we will be holding personal information about you, your personnel and your clients. We will always collect, store, process and use any personal information we receive from you in accordance with our responsibilities under the Privacy Act 2020 and we won't tell anyone this information without your consent (unless permitted to by law). Your personal information will only be used by us in connection with providing you with our OneLaw Software and associated services, and to comply with our legal obligations. You can ask us to give you access to or to correct this information.
14.5 You agree that you will only provide us with personal information that you have collected in compliance with all relevant privacy laws (including obtaining appropriate consent from individuals that covers our use of their personal information as is necessary for your use of the OneLaw Software).
15. Confidentiality
15.1 Each of us will keep one another’s confidential information to ourselves.
15.2 Neither you or we will disclose the other’s confidential information to any third party unless:
15.2.1 required to be disclosed by law; or
15.2.2 as is authorised in writing by the party claiming that confidential information as its own; or
15.2.3 as is reasonably necessary to give effect to the terms of this agreement or for us to provide services requested by you.
15.3 Each of us undertakes to use any confidential data provided by the other only for the purposes for which it was supplied. We also undertake to securely destroy any data provided by you upon completion of the task for which it was supplied.
15.4 If we intend to disclose any of your confidential information pursuant to clauses 15.2.1 to 15.2.2 (inclusive), we will first notify you of our intention to do so (except where we are prohibited by law from notifying you).
15.5 This clause will remain operative even after termination of this agreement.
16. Our Liability
16.1 You confirm that you are obtaining the OneLaw Licence for business purposes and, to the extent permitted by law, all statutory guarantees and implied warranties are excluded, and you and we also agree that Sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 and the guarantees under the Consumer Guarantees Act 1993 do not apply.
16.2 We will never be liable to you for:
16.2.1 loss of business, profit, revenue or data however it arises (including by our acts, omissions or negligence or that of our employees or sub-contractors); and
16.2.2 any special, indirect, consequential or punitive losses however arising,
even if we had been advised of the possibility of such loss.
16.3 Our total liability under this agreement whether in contract, tort or under any other legal claim is limited at our option to:
16.3.1 remedying our software;
16.3.2 supplying services again;
16.3.3 paying for someone else to re-supply services; or
16.3.4 giving you six (6) months’ notice terminating this agreement and refunding all monies paid by you to us in the twelve (12) months preceding your notice of claim to us.
17. No Representations
17.1 You guarantee to us that you have not relied on any representation made by us which has not been stated expressly in this agreement or in any written communications between us.
18. Employees
18.1 You will not solicit our employees to work for you on any basis, whether as an employee or as a contractor.
19. Force Majeure
19.1 Neither of us will be liable to the other for any delay or failure to perform obligations under this agreement (other than a payment obligation) if such failure or delay is due to force majeure.
19.2 If a delay or failure to perform obligations is caused or anticipated due to force majeure, the performance of a party’s obligations under this agreement will be suspended; provided that the party affected by force majeure uses all reasonable efforts to mitigate, overcome or minimise the effects of the force majeure concerned.
19.3 If a delay due to force majeure exceeds four (4) calendar months, either party may terminate this agreement immediately on providing notice to the other. If such notice is given:
19.3.1 we will refund moneys previously paid by you for which no goods or services have been provided;
19.3.2 you will pay us a reasonable sum for goods or services rendered or costs and expenses incurred prior to termination.
20. Disputes
20.1 If either of us has a dispute with the other, we will first talk to each other and try to sort it out. If we can’t solve it within twenty (20) business days, then we will go to mediation.
20.2 The mediator will be agreed by us or if we can’t agree the mediator will be appointed by the then President of the Arbitrators’ and Mediators’ Institute of New Zealand (or his/her nominee). If we can’t solve the dispute by mediation within a reasonable time, then either of us can take the other to court.
20.3 Neither of us can take the other to court unless these steps haven’t solved our dispute, however, either of us can still ask for urgent interim relief from a court if we think it is necessary.
21. Termination
21.1 If your OneLaw Licence is terminated or expires for any reason, then this agreement will automatically come to an end.
21.2 We can immediately end this agreement by providing you with notice if you:
21.2.1 use the OneLaw Software, or authorise any third party to use the OneLaw Software, in breach of a material provision of this agreement including payment obligations (and that breach is unable to be fixed);
21.2.2 fail to comply with 10 business days written notice that you cease and desist from a breach of this agreement (in the case of a breach which is able to be fixed);
21.2.3 are adjudicated bankrupt, liquidated, pass an effective resolution for liquidation, make any arrangement with your creditors, have a receiver appointed or become insolvent or die; or
21.2.4 are unable to pay your debts as they fall due.
21.3 On termination of this agreement:
21.3.1 we will both be discharged from any further obligations (but you will remain obliged to pay us any fees due and payable to us at the time of termination) and may pursue any additional or alternative remedies provided by law; and
21.3.2 we will each return any personal or confidential information in the possession of the other.
21.4 For a period of six (6) months after termination and on the basis you pay your monthly subscription fee (for the OneLaw Software and any other software or services you have subscribed to):
21.4.1 you may continue to use our OneLaw Software; and
21.4.2 we will use commercially reasonable efforts to provide you access to your OneLaw Data for migration to an alternative system, and your OneLaw Data will be in the format of a backup of a Microsoft SQL database and a folder structure containing your entire document collection.
21.5 Any continued use of our OneLaw Software after termination will be subject to the terms of this agreement which relate to copyright and confidentiality.
22. Assignment
22.1 You may not assign the benefit of this agreement, but we will at your option negotiate a fresh agreement or agreements with you on our then current terms if you amalgamate with another firm or your firm splits into two or more separate firms.
22.2 We may assign or transfer our rights or obligations under this agreement to any person as long as they agree to perform the agreement on these same terms.
23. Subcontracts
23.1 We may subcontract for the performance of this agreement or any part of this agreement.
23.2 If we use sub-contractors to perform services under this agreement, we will be responsible for their performance of those services.
23.3 If we use sub-contractors to perform services under this agreement, we may give them access to your OneLaw Data and other confidential information required by them to perform their services under this agreement but we will first bind them to the data privacy and confidentiality provisions which are the same as or similar to those in this agreement.
23.4 You are free to contract directly with our authorised support contractors for installation, training and support services. You may not engage unauthorised contractors to work on our OneLaw Software. We will not be responsible for support contractors engaged directly by you.
24. Waiver
24.1 Neither of us will be deemed to have waived a right under this agreement unless waived deliberately in writing.
24.2 A waiver of a right by either of us will not affect our rights arising from a subsequent breach of this agreement.
24.3 If either of us fails to strictly enforce a right under this agreement, then that of itself will not be construed as a waiver of those rights.
25. Entire Agreement
25.1 These are our current standard terms and conditions and this agreement is the whole agreement between us. We may update our standard terms and conditions at any time and we will notify you of those updates by publishing those updated standard terms and conditions on our website. You should review our website from time to time to ensure you are aware of all such changes. If you do not accept any changes we make to our standard terms and conditions, you may immediately terminate this agreement (and related contracts with us) by notice to us.
25.2 No other variation or change from our standard terms and conditions will be valid except in writing signed by each party.
26. Signing
26.1 We can each sign electronic copies of this agreement.
27. Severability
27.1 If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement shall remain otherwise in full force apart from the provision which shall be deemed deleted, or, where possible, modified to remove the invalid, unenforceable or illegal part of the provision.
28. No Privity
28.1 Nothing in this agreement is intended to confer a benefit on any other person.
29. Governing Law
29.1 This agreement will be governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
30. Notices
30.1 Notices under this agreement may be delivered by hand, by courier or by email to the addresses specified in the schedule.
30.2 Notice will be deemed given:
30.2.1 in the case of hand delivery or courier, when the notice is delivered;
30.2.2 in the case of email, when sent, provided that no error message is returned to the sender indicating a delivery failure of any nature.
31. OneLaw Beta Programme Users
31.1 For invited participants to the OneLaw Software Beta Programme, this agreement will be modified by the terms contained in our letter of appointment.
32. Interpretation
In this document where the context permits:
32.1 Masculine shall include feminine and vice versa;
32.2 Singular shall include plural and vice versa;
32.3 Reference to a person shall include a company;
32.4 Reference to a party shall include that party's executors administrators successors and assigns;
32.5 Reference to a statute or regulation shall include all amendments and re-enactments thereof;
32.6 Reference to currency shall mean New Zealand dollars (NZ$) exclusive of Goods and Services Tax;
32.7 Any provision requiring performance of two or more persons shall bind those persons jointly and severally; and
32.8 Headings are for convenience only and shall not affect the interpretation of this document.
32.9 The term “including” means “including without limitation”.