CourtCorrect Terms & policies
Definitions and Interpretations
1.1. Capitalised terms not defined below shall have the meanings, and the rules of interpretation shall apply, as set forth in APPENDIX A – INTERPRETATION.
1.2. In this Agreement (as defined below), a reference to a statute or statutory provision includes a reference to:
1.2.1. that statute or statutory provision as modified, consolidated and/or re-enacted from - time to time; and
1.2.2. any subordinate legislation made under that statute or statutory provision.
1.3. The clause headings do not affect the interpretation of this Agreement (as defined below).
1.4. In this Agreement (as defined below), general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Acknowledgement
2.1. PARTIES. This agreement between CourtCorrect Ltd, a company registered in the United Kingdom with registration number 12117945, and having its principal place of business at 33 Percy Street, London, W1T 2DF, United Kingdom ("CourtCorrect"), and you ("You," "Your," or "Customer") comprises (a) these Terms and Conditions, (b) the Supplementary Terms , and (c) any CourtCorrect Order Form, if applicable (collectively, this "Agreement"). This Agreement governs Your use of the CourtCorrect Services.
2.2. CAPACITY. By signing a CourtCorrect Order Form, creating an Account, using CourtCorrect Services, or otherwise indicating Your acceptance of this Agreement, You confirm that You have the legal capacity to enter into this Agreement, have read and understood its terms, and agree to be bound by them. If You are acting on behalf of a company or another legal entity, You warrant that You have the authority to enter into this Agreement on behalf of the entity and to bind it to these terms, in which case the term “Customer” will refer to that entity. If You do not agree to all the terms of this Agreement or are not authorised to act on behalf of the Customer, do not sign a CourtCorrect Order Form, create an Account, or use the CourtCorrect Services.
2.3. ACCESS TO SERVICES. The Customer may gain access to the CourtCorrect Services by (a) executing a CourtCorrect Order Form or (b) creating an online account here (an "Account"), which includes and requires clicking a box indicating Customer's acceptance of this Agreement. If the Customer chooses to purchase access to the CourtCorrect Services through the Customer’s Account, the Customer will, among other things, select the following from the options presented: (i) the applicable CourtCorrect Services; (ii) the Service Term ; and (iii) a payment plan and method.
2.4. UPDATES TO TERMS. CourtCorrect reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement (including the Supplementary Terms) and to impose new or additional rules, policies, terms, or conditions on Your use of the CourtCorrect Services. CourtCorrect will communicate changes to this Agreement by posting the new version of this Agreement on its Website here or as otherwise determined by CourtCorrect in its sole discretion, at which time such updated Agreement will be immediately effective. Your continued use of any CourtCorrect Services after such notification of changes to this Agreement will constitute Your acceptance of any and all such changes. Notwithstanding the foregoing, CourtCorrect will notify You of any material changes to this Agreement.
2.5. INCLUSION OF TRIAL USE. This Agreement encompasses all aspects of the Customer's use of CourtCorrect's Service, including pilot programmes, trials, and any form of temporary usage ("Trial Use"). By engaging in Trial Use, the Customer agrees to be bound by these Terms and Conditions, along with any specific terms applicable to such Trial Use.
2.6. NO RELIANCE. All previous agreements, understandings, and arrangements between the parties, whether oral or in writing, regarding the subject matter herein are hereby revoked and superseded in their entirety by this Agreement unless specified in the Order Form.
2.7. CONFLICT WITH OTHER AGREEMENTS. In the event of any inconsistency or conflict between the information contained in following Order Forms and the CourtCorrect Terms and Conditions, the information in the Order Form shall take precedence.
2.8. INCORPORATION OF OTHER AGREEMENTS. The Customer’s access to and use of the Service is also contingent upon the Customer’s acceptance of and compliance with CourtCorrect's Data Processing Agreement (“DPA”). Our DPA details our practices and procedures concerning the collection, use, and disclosure of the Customer’s personal information when the Customer uses the Application or the Website.
Term
3.1. EFFECTIVE DATE. This Agreement shall be deemed effective and in force upon the creation of a User Account by an individual ("User"). If no Order Form is present establishing the Effective Date upon condition of acceptance, the Act of Account creation by the User shall constitute an express and binding acceptance of the terms and conditions herein. It is hereby understood and agreed that this Agreement does not require a formal written document to be valid and enforceable; rather, the User's action of establishing an Account shall be sufficient to signify acceptance to the terms contained within.
3.2. SUBSCRIPTION TERM. The Subscription Term shall extend for a period of twelve (12) calendar months commencing on the Effective Date, or as otherwise specified in the Order Form.
3.3. RENEWAL. This Agreement shall automatically renew for successive one (1) year periods unless either party provides written notice of its intention not to renew at least sixty (60) days prior to the end of the then-current Term, or as otherwise specified in the Order Form.
Our Contract With The Customer
4.1. IMPLIED TERMS. This Agreement applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
4.2. INCORPORATION OF OTHER AGREEMENTS. The Order Form and the DPA are hereby incorporated into and form integral components of this Agreement. By entering into this Agreement, the Customer acknowledges and agrees that the terms outlined in the Order Form and the DPA are binding and enforceable, and govern the relationship between the parties with respect to the provision and use of the Services. In the event of any conflict between the terms of this Agreement and the terms of the Order Form or the DPA, the terms of the DPA shall prevail concerning data processing matters, and the Order Form shall prevail concerning the specifics of the Services purchased.
4.3. LICENCE. Subject to payment of the applicable Fees, the restrictions set out in this clause and the terms of the Order Form, including any Statement of Work and the Data Processing Agreement, CourtCorrect hereby grants to the Customer a non-exclusive, non-transferable, non-assignable, non-licensable right during the Subscription Term to access the Services and use the applicable CourtCorrect Technology.
Placing An Order, Its Acceptance And Revenues Generated On CourtCorrect
5.1. ORDER PLACEMENT. CourtCorrect will detail to the Customer the applicable Services purchased by the Customer as set out in the relevant Order Form. CourtCorrect will detail to the Customer the applicable Services purchased by the Customer as set out in the relevant Order Form. The Order Form will specify the number of Administrative Users and Standard Users being purchased, along with the corresponding prices for each. It will also outline any additional costs, including but not limited to support fees, third-party integrations, or any other applicable Charges. The Order Form is deemed an integral part of this Agreement and shall be subject to all terms and conditions set forth herein. Once executed, the Order Form is binding and may only be amended or modified in writing by mutual acceptance between both parties.
5.2. ORDER CONFIRMATION. Our order process allows the Customer to check and amend any errors before submitting the Customer’s order to us. Please check the order carefully before confirming it. The Customer is responsible for ensuring that the Customer’s order is complete and accurate. If the Customer wishes to change the scope of the Services after CourtCorrect accepts the Customer’s order, and CourtCorrect agrees to such change, CourtCorrect will modify the Charges accordingly. After the Customer places their order, the Customer will receive an email from us acknowledging that CourtCorrect has received it. Our acceptance of the Customer’s order takes place when CourtCorrect sends an email to the Customer confirming receipt.
5.3. FREE TRIAL. Some of our Services are available for free. For all free Services, including but not limited to the search engine, the free trial of our Platform and our claimant dashboard, the Customer’s use of the service shall constitute the placing of an Order for the purposes of a free trial.
5.4. ADDITIONAL SERVICES. The Customer may choose to pay CourtCorrect in order to get access to certain pay-for features of our service. The Customer agrees to allow CourtCorrect to collect all resulting revenues and fees due from the Customer.
Charges
6.1. ORDER FORM FEES. In consideration of us providing the Services the Customer must pay our Charges in accordance with this clause and the Order Form. Payments will be due within 30 days of the Effective Date or as specified in the Order Form.
6.2. SUBSCRIPTION INCREASES. CourtCorrect reserves the right to increase the Charges with effect from any future date on which CourtCorrect advertises a change in our Charges.
6.3. TAX. Where VAT or another type of sales tax is payable in respect of some or all of the Services the Customer must pay us such additional amounts in respect of VAT or similar sales tax, at the applicable rate, at the same time as the Customer pays the Charges. The VAT or similar sales tax applicable will depend on the Customer's location. CourtCorrect will mark any VAT or other tax Charges clearly when the Customer makes a purchase and on any receipts.
6.4. PURCHASE ORDER AND INVOICE DISPUTES. If the Customer is required by Applicable Law to withhold and pay any withholding taxes imposed at source on any amount payable to CourtCorrect, the Customer shall provide valid evidence of any withholding tax paid to the tax authority and, at CourtCorrect's request and cost, provide reasonable assistance in connection with any engagement between CourtCorrect and the tax authority. In relation to payments genuinely disputed in accordance with this Agreement, interest shall be payable only after the dispute is resolved, on sums found or agreed to be due, from 14 Business Days after the dispute is resolved until payment.
Services
7.1. AMENDMENTS. CourtCorrect reserves the right to amend the description of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and CourtCorrect will notify the Customer of any such amendment.
7.2. SERVICE WARRANTY. CourtCorrect does not warrant that the Customer’s use of the Services will be uninterrupted or error-free. CourtCorrect does what CourtCorrect reasonably can to keep such errors and interruptions to a minimum.
7.3. CUSTOMER SUPPORT. CourtCorrect will reasonably aim to comply with the support level details below:
7.3.1. CourtCorrect will give the Customer access to our customer support team via email, telephone, post and live-chat during Business Hours (Monday to Friday, 9 AM UK – 6 PM UK, excluding public holidays).
7.3.2. The support team can be reached via the following channels:
7.3.2.1. Live Chat: accessible through the CourtCorrect Platform; and
7.3.2.2.email: support@courtcorrect.com; and
7.3.2.3.telephone: 020 7867 3925.
7.4. CRITICAL INCIDENTS. Critical incidents may arise. Critical incidents are defined as problems preventing regular use of the Services. For Emergency support, clients should contact the dedicated Emergency email: urgent@courtcorrect.com. If a critical incident arises, CourtCorrect:
7.4.1. agrees to keep the Customer informed of any critical incidents and respond to the Customer’s queries; and
7.4.2. will reasonably try to resolve any critical incidents within 48 hours of them arising.
7.5. NON-CRITICAL INCIDENTS. Sometimes, non-critical incidents may arise. Non-critical incidents are defined as problems that inhibit but do not prevent the use of the Services. If a non-critical incident arises, CourtCorrect:
7.5.1. agrees to keep the Customer informed of any non-critical incidents and respond to the Customer’s queries; and
7.5.2. will reasonably try to resolve any non-critical incidents within 5 business days of them arising.
Customer Obligations
8.1. CUSTOMER OBLIGATIONS. The Customer shall ensure that:
8.1.1. all information provided or uploaded to the Services is complete, accurate, and up-to-date;
8.1.2. there is full cooperation with CourtCorrect in all matters relating to the Services; and
8.1.3. all necessary licences, permissions, and consents required for the Services are obtained and maintained, prior to the commencement of the Services.
8.2. CUSTOMER DEFAULT. In the event of a failure by the Customer to fulfil the above obligations (hereinafter referred to as "Customer Default"). CourtCorrect shall be entitled to suspend the performance of the Services until the Customer remedies the Default. CourtCorrect may also invoke the Customer Default as grounds for relief from performing the Services, to the extent that the Customer Default prevents or delays the Service provision. CourtCorrect shall bear no responsibility for any costs or losses incurred by the Customer, directly or indirectly, due to CourtCorrect 's failure or delay in performing the Services caused by the Customer Default. The Customer shall be obligated to reimburse CourtCorrect, upon written demand, for any costs or losses incurred by CourtCorrect, directly or indirectly, as a result of the Customer Default. In certain circumstances, the Customer Default may provide grounds for CourtCorrect to seek Termination of the contract.
8.3. ILLEGAL USE. Any use of the CourtCorrect Platform in a manner that is illegal or unlawful will constitute a material breach of this Agreement. The Customer shall ensure that their use of the Services fully complies with all applicable laws, regulations, and legal requirements. This includes in connection to a crime. In the event of such a breach, CourtCorrect reserves the right to immediately suspend or terminate the Customer's access to the Services and may pursue legal action or cooperate with legal authorities as required by law.
Warranty
9.1. COURTCORRECT WARRANTY. CourtCorrect warrants and represents that CourtCorrect and our Affiliates shall:
9.1.1. cooperate fully with the Customer in all matters relating to the Services;
9.1.2. use reasonable skill and care in the performance of the Services;
9.1.3. provide the Services in accordance with Good Industry Practice;
9.1.4. ensure that the Services and CourtCorrect Technology are free from Defects in design, material and workmanship; and
9.1.5. correspond with an Order Form.
9.2. RECTIFIYING NON-CONFIRMITIES. If the Services do not conform with the warranties provided in clause 9.1, CourtCorrect will, at its expense, use commercially reasonable efforts to correct any such non-conformance within a reasonable period of time. This clause sets out the Customer’s sole and exclusive remedy and CourtCorrect’s entire liability for breach of clause 9.1.
9.3. COURTCORRECT WARRANTY EXEMPTION. The warranties provided in clause 9.1 shall not apply to the extent of any non-conformance which is caused by:
9.3.1. The Customer’s implementation or use of the Services contrary to CourtCorrect’s instructions or Documentation or otherwise in breach of the Agreement;
9.3.2. The modification or alteration of the Services by any party other than CourtCorrect or CourtCorrect’s duly authorised contractors or agents; or
9.3.3. Any Customer Uploaded Materials or inaccurate or out of date information provided by a User.
9.4. COURTCORRECT PLATFORM WARRANTY. Notwithstanding the foregoing, CourtCorrect:
9.4.1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free;
9.4.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from Customer’s access to and use of the Services and/or third-party applications or the transfer of data over communications networks and facilities, including the Internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
9.4.3. is not responsible for any Virus which was not detected by CourtCorrect using reasonable current commercial methods of detection or transmitted through any third-party; and
9.4.4. nor its suppliers or third-party service providers or software vendors, shall have any liability whatsoever for the accuracy, completeness, or timeliness or for any decision made or action taken by the Customer, any User, or any third party in reliance upon the Services or CourtCorrect Technology.
9.5. EXCLUSION OF OTHER TERMS. Except as expressly provided for in this clause, CourtCorrect (and its Affiliates and suppliers) to the extent permitted by applicable law, disclaims all other warranties, express, implied or statutory, including without limitation warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use, and satisfactory quality, and non-infringement.
9.6. NON-EXCLUSIVITY. The Agreement shall not prevent CourtCorrect from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing Documentation, products and/or Services which are similar to those provided under the Agreement.
Indemnity
10.1. COURTCORRECT INDEMNITY. The Customer shall, to the fullest extent permitted by Applicable Law, indemnify, defend, and hold harmless CourtCorrect and the CourtCorrect Indemnified Parties from and against any and all claims, liabilities, damages, costs, and expenses, including reasonable legal fees, arising directly or indirectly from any acts or omissions of the Customer that result in third-party claims against the CourtCorrect Indemnified Parties.
10.2. INDEMNITY OUTCOME. The indemnification obligation in clause 10.1. covers the costs associated with the investigation, defence, or settlement of such claims, provided that the Customer's liability hereunder shall be conditional upon CourtCorrect obtaining the Customer's consent (not to be unreasonably withheld) before agreeing to any settlement or compromise that does not fully and unconditionally release the CourtCorrect Indemnified Parties or requires their specific performance. CourtCorrect retains the right to participate in the defence of any claim at its own expense through counsel of its own choosing. Moreover, the Customer is obliged to indemnify the CourtCorrect Indemnified Parties for all reasonable costs, including legal fees, incurred in responding to subpoenas, search warrants, or other judicial orders mandating the production of information or documents pertinent to the Customer, unless such production is prohibited by law. Where permissible, CourtCorrect shall notify the Customer of any such judicial or legal requests.
10.3. SURVIVAL. The provisions of this clause shall survive Termination of this Agreement, howsoever arising.
Limitation of Liability
11.1. APPLICATION. The exclusions in this clause shall apply to the fullest extent permissible at law but neither CourtCorrect nor the Customer exclude liability for (i) death or personal injury caused by its negligence or that of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law.
11.2. TOTAL LIABILITY. Except with respect to amounts owed by the Customer to CourtCorrect hereunder and subject to clause 11.1, CourtCorrect’s total aggregate liability to the Customer, at any given point in time, for any and all claims, losses, costs or damages of whatever nature regardless of theory of liability (whether in tort, including for negligence or breach of statutory duty howsoever arising, contract, misrepresentation, whether innocent or negligent, or otherwise howsoever arising) shall not exceed an amount equal to 65% of the total aggregate Fees actually paid by the Customer pursuant to this Agreement during the 12 month-period preceding the first incident giving rise to the claim. Nothing in this Agreement shall limit the Customer's liability for Fees payable.
11.3. EXCLUSION OF LIABILITY FOR DATA ACCURACY AND AI OUPUT. Notwithstanding anything to the contrary in this Agreement, neither CourtCorrect nor Our Affiliates shall have any liability regardless of theory of liability for (and the Customer hereby waives any claims it may have against CourtCorrect and Our Affiliates for):
11.3.1. Any claims or losses arising from or in connection with inaccurate or incomplete data stored in or uploaded onto the Platform, with the Customer expressly acknowledging that Materials uploaded and used by the Customer are either:
11.3.1.1. Uploaded by third parties (including the Customer and its Affiliates) directly onto the Platform, and CourtCorrect does not check or verify (and has no means of verifying or checking) the accuracy and completeness of such Materials, and responsibility for ensuring the accuracy and completeness of such Materials rests with the third party that uploaded that data onto the Platform; or
11.3.1.2. Sourced by CourtCorrect from third parties and uploaded by CourtCorrect 'As Is' onto the Platform, and CourtCorrect does not check or verify (and has no means of verifying or checking) the accuracy and completeness of such data, and responsibility for ensuring the accuracy and completeness of such data rests with the third party from which CourtCorrect sourced that data.
11.3.2. The Customer expressly acknowledges that CourtCorrect shall not be liable for any outcomes, decisions, or actions taken based on the outputs of the AI functionalities within the Platform. The software provided is a 'human-in-the-loop' tool, and it is the responsibility of the Customer and their Users to make final decisions, and any other decisions with legal impact. CourtCorrect expressly disclaims any responsibility for the consequences of such decisions made by the Customer or Users based on the AI outputs.
11.4. EXCLUSION OF LIABILITY FOR INDIRECT AND CONSIQUENTIAL LOSSES. To the maximum extent permitted by Applicable Law, in no event shall CourtCorrect or its Affiliates be liable for:
11.4.1. Loss of profits;
11.4.2. Loss of business;
11.4.3. Depletion of goodwill or similar losses;
11.4.4. Loss of anticipated savings;
11.4.5. Loss of goods;
11.4.6. Loss of use;
11.4.7. Any special, indirect, incidental, consequential or pure economic loss, costs, damages (whether punitive or otherwise), Charges or expenses; or
11.4.8. Loss or corruption of data or information.
11.5. DISCLAIMER OF LIABILITY FOR THIRD PARTY INTERNET DISRUPTIONS. CourtCorrect does not and cannot control the flow of data to or from the network where the Services reside and other portions of the internet including denial of service attacks (an attack which send a flood of incoming messages to the target system forcing the system to shut down, thereby denying service to legitimate Users). Such flow depends in large part on the performance of internet solutions provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt the Customer’s connections to the internet (or portions thereof). CourtCorrect cannot guarantee that such events will not occur. Accordingly, CourtCorrect, its suppliers and subcontractors, if any, disclaim any and all liability resulting from or related to such events and the Customer shall have no claim in respect thereof.
11.6. FORCE MAJEURE. CourtCorrect shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement due to a Force Majeure Event. CourtCorrect shall provide the Customer with notice of a Force Majeure Event and its expected duration.
Free Trial Period
12.1. FREE SERVICES. CourtCorrect may make some Services available to the Customer on a trial basis free of charge. CourtCorrect will mark clearly on our Platform which, if any, Services are free, for how long they are free and how the Customer can use them. CourtCorrect reserves the right to cancel the Customer free access to any of the Services at any time.
12.2. FREE TRIAL PERIOD. The Free Trial Period under this Agreement shall commence on the date of first Account creation by the Customer’s organisation and shall continue for a period of 7 days unless mutually agreed or terminated earlier in accordance with the terms of this Agreement.
Data Protection
13.1. DATA PROTECTION AGREEMENT. The terms of the DPA are hereby incorporated by reference.
Confidentiality
14.1. COURTCORRECT CONFIDENTIALITY OBLIGATIONS. CourtCorrect must:
14.1.1. keep the Customer Confidential Information strictly confidential;
14.1.2. not disclose the Customer Confidential Information to any person without the Customer's prior written consent and no less onerous than those contained in this Agreement;
14.1.3. use the same degree of care to protect the confidentiality of the Customer Confidential Information as CourtCorrect uses to protect CourtCorrect 's own confidential information of a similar nature, being at least a reasonable degree of care; and
14.1.4. Notwithstanding the preceding clause, CourtCorrect may disclose the Customer Confidential Information to CourtCorrect's officers and employees who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written or professional obligation to protect the confidentiality of the Customer Confidential Information.
14.2. LIMITATIONS ON CONFIDENTIALITY. This clause imposes no obligations upon CourtCorrect with respect to:
14.2.1. Customer Confidential Information that is known to CourtCorrect before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
14.2.2. Customer Confidential Information that is or becomes publicly known through no act or default of CourtCorrect;
14.2.3. Customer Confidential Information that is obtained by CourtCorrect from a third party in circumstances where CourtCorrect has no reason to believe that there has been a breach of an obligation of confidentiality or;
14.2.4. Information that is independently developed by CourtCorrect without reliance upon or use of any Customer Confidential Information.
14.3. COMPLIANCE WITH APPLICABLE LAW. The restrictions in this clause do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request.
14.4. CONFIDENTIALITY OBLIGATIONS TERM. The provisions of this clause shall continue in force for a period of 5 years following the Termination of this Agreement, at the end of which period they will cease to have effect.
Termination
15.1. MUTUAL TERMINATION RIGHTS. In addition to any other remedies it may have, either CourtCorrect or the Customer may terminate this Agreement immediately on written notice to the other if:
15.1.1. There is a material breach of the obligations under this Agreement and the material breach is not remediated within 30 days from the date on which it has occurred;
15.1.2. There is a material breach of the obligations under this Agreement and such breach is irremediable;
15.1.3. Any circumstances identified herein as permitting either CourtCorrect or the Customer to terminate this Agreement have arisen, provided that such Termination complies with all requirements (if any) set out herein; and
15.1.4. An Insolvency Event occurs in relation to either CourtCorrect or the Customer.
15.2. COURTCORRECT TERMINATION RIGHTS. CourtCorrect may terminate this Agreement immediately on written notice to the Customer if the Customer fails to pay any amount due by it under this Agreement (that is not subject to a bona fide dispute) on the due date for payment and: (i) that amount remains unpaid for at least 30 days after the due date for payment; (ii) CourtCorrect has issued a written notice to the Customer requiring payment of that amount within a further 30 days; and (iii) that Customer has failed to pay that amount within that further 30 day-period.
15.3. CUSTOMER TERMINATION RIGHTS. The Customer may terminate this Agreement immediately on written notice to CourtCorrect if:
15.3.1. CourtCorrect makes any material change to the Services and, as a result of that change, any material functionality of the Services that were available to Customer prior to that change ceases to be available; or
15.3.2. CourtCorrect fails to materially meet the applicable Service Level Agreement for (i) 3 consecutive months, or (ii) 5 months during any calendar year within the Subscription Term.
15.4. EFFECTS OF TERMINATION. If this Agreement is terminated for any reason or expires:
15.4.1. CourtCorrect shall be entitled to invoice the Customer for all outstanding fees for Services provided but not yet invoiced, and the Customer shall pay those invoices within 30 days or receipt (without any setoff or reimbursement);
15.4.2. No refunds shall be provided for any fees or Charges paid in advance unless otherwise specified in the Agreement or applicable Order Form;
15.4.3. Each of CourtCorrect and the Customer shall (subject to any provisions in this Agreement or a Order Form to the contrary) promptly and securely destroy all property and Material in their possession, power or control (including Materials uploaded to the Platform) belonging to the other Party;
15.4.4. Notwithstanding the provision in 16.4.3. each Party may retain a copy of any Material to the extent it (i) has a right to use such Material under this Agreement and/or any Order Form and such right expressly continues following expiry or Termination, or (ii) requires a copy of such Material for archival purposes or to satisfy its obligations under Applicable Law;
15.4.5. The Customer shall immediately cease using any CourtCorrect Technology provided or made available by CourtCorrect under this Agreement, including access to the Services; and
15.4.6. CourtCorrect shall be entitled to revoke all access granted to the Customer to access and use the Services.
15.5. EFFECT OF TERMINATION ON ACCRUED RIGHTS. Termination in accordance with this Agreement shall not prejudice or affect any right or action or remedy which has accrued or shall thereafter accrue in relation to either Party.
Events Outside Our Control
16.1. PEFORMANCE FAILURE BEYOND COURTCORRECT CONTROL. CourtCorrect will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
16.2. EFFECT ON OBLIGATIONS. If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement:
16.2.1. CourtCorrect will contact the Customer as soon as reasonably possible to notify the Customer; and
16.2.2. our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. CourtCorrect will arrange a new date for performance of the Services with the Customer after the Event Outside Our Control is over.
16.3. EFFECT ON CANCELLATION RIGHTS. The Customer may cancel the Agreement affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If the Customer opts to cancel CourtCorrect will refund the price the Customer has paid, less the Charges reasonably and actually incurred by performing the Services up to the date of the occurrence of the Event Outside Our Control.
The Customer's Intellectual Property Rights
17.1. COURTCORRECT LICENCE. By uploading Materials to the CourtCorrect Platform, the Customer confers upon CourtCorrect a fully paid-up, non-exclusive, royalty-free, non-transferable, and specifically bounded licence to copy, modify, and use the Materials solely within the Term of this Agreement. This licence is expressly limited to:
17.1.1. Enabling the provision of Services to the Customer under this Agreement; and
17.1.2. Facilitating the enhancement of these Services, including conducting and disseminating anonymised statistical analysis.
17.2. CUSTOMER INTELLECTUAL PROPERTY RIGHT OBLIGATIONS. The Customer affirms and guarantees that the Customer possesses all necessary legal rights, consents, and permissions to lawfully upload the Materials to the Services. The Customer must ensure that the Materials do not infringe upon any duty of confidentiality, third-party intellectual property rights, or data protection and privacy laws, unless all requisite permissions have been obtained or the Customer are otherwise legally authorised to post the Materials and to grant the limited licence to CourtCorrect as described above. It is the Customer's responsibility to secure any necessary permissions, consents, or rights for the lawful use of any Materials that are subject to third-party intellectual property rights or confidentiality obligations, before uploading such Materials to the CourtCorrect Platform.
17.3. CUSTOMER INTELLECTUAL PROPERTY RIGHT RETENTION. All intellectual property rights in any data or information inputted into the Platform by the Customer shall remain vested in the Customer, and nothing in this Agreement shall be construed as transferring or assigning such rights to CourtCorrect.
CourtCorrect Intellectual Property
18.1. COURTCORRECT INTELLECTUAL PROPERTY. The Service and its original content (excluding Content provided by the Customer or other Users), features and functionality are and will remain the exclusive property of the Customer and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress may not be used in connection with any good or service without the prior written consent of CourtCorrect. Notwithstanding any provisions to the contrary in this Agreement, CourtCorrect explicitly retains all intellectual property rights in the CourtCorrect software. This includes, but is not limited to, the software's source code, Documentation, and any subsequent developments or enhancements made by CourtCorrect. The provision of Services or sharing of any Materials under this Agreement shall not imply or result in the transfer, assignment, or concession of any such intellectual property rights to the Customer, save for the limited licence granted expressly within this Agreement. This clause reaffirms that all intellectual property rights in the CourtCorrect Platform, including but not limited to copyrights, patents, trademarks, and trade secrets, are and shall remain the sole property of CourtCorrect. The uploading of Materials to the CourtCorrect Platform shall not be construed as a transfer, assignment, or any form of grant of ownership rights to the User, other than the limited licence granted herein.
18.2. CUSTOMER INTELLECTUAL PROPERTY OBLIGATIONS. The Customer agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to discover or directly access the source code or any underlying proprietary algorithms of the CourtCorrect software. This prohibition includes, but is not limited to, any form of software analysis or reproduction designed to create a copy or replica of the CourtCorrect software's functionalities, features, or performance. The Customer shall not disclose, share, or otherwise disseminate any of CourtCorrect 's intellectual property, including but not limited to software, source code, Documentation, and trade secrets, to any third party without the express written consent of CourtCorrect. Any unauthorised sharing of intellectual property shall constitute a material breach of this Agreement, subject to legal action under UK intellectual property laws.
18.3. REPLICATION OF COURTCORRECT INTELLECTUAL PROPERTY. "Replication", as used in this Agreement, is defined in clause 18.3. The Customer shall not engage in Replication, as defined, of the CourtCorrect Platform, under any circumstances. For the purposes of this Agreement, Replication shall include, but not be limited to, activities described:
18.3.1. reverse engineering or attempting to decompile or disassemble the software;
18.3.2. copying or mimicking the software's User Interface, functionality, or User experience;
18.3.3. using the software to create a derivative work that performs substantially similar functions;
18.3.4. extracting and using the underlying ideas, algorithms, or source code to create a competing good or service; and
18.3.5. unauthorised distribution or sharing of the software's code or functionalities with third parties.
18.4. EFFECT OF REPLICATION. Engaging in Replication, as determined by CourtCorrect, shall be considered an infringement of intellectual property rights, resulting in immediate Termination of this Agreement. Such Replication shall constitute a material breach of this Agreement, deemed repudiatory in nature, irrevocably resulting in the immediate Termination of this Agreement without necessity for judicial pronouncement. In the event that CourtCorrect has reasonable grounds to suspect that there has been unauthorised Replication of its Service, CourtCorrect reserves the express right to conduct an audit of the Customer's software code, including post use. This audit may be carried out by CourtCorrect or an independent third party appointed by CourtCorrect. The purpose of such an audit will be to verify compliance with the terms of this Agreement, specifically in relation to the prohibition of unauthorised Replication of the Service. The Customer hereby agrees to grant CourtCorrect, or its appointed independent third-party auditor, access to all relevant information and software code necessary for the completion of the audit. This includes, but is not limited to, source code, Documentation, and related Materials. The Customer agrees to provide reasonable assistance and cooperation during the course of the audit.
18.5. DETERMINATION OF REPLICATION. In accordance with the provisions of this Agreement, it is acknowledged, understood, and accepted that the determination, identification, and definition of acts, undertakings, or endeavours that may reasonably be construed as Replication of the functionalities inherent in the CourtCorrect Platform, shall be subject to CourtCorrect's reasonable discretion. Any determinations made by CourtCorrect in this regard shall be deemed conclusive and binding, provided such determinations are made in good faith and on a reasonable basis.
18.6. EFFECT OF INFRINGEMENT. In the event of unauthorised use or infringement of CourtCorrect's intellectual property rights by the Customer, leading to the Termination of this Agreement, CourtCorrect reserves the right to pursue all available legal remedies. This includes, but is not limited to, seeking injunctive relief, damages, and recovery of legal costs incurred due to such infringement. CourtCorrect's decision to pursue these legal remedies shall be at its sole discretion and in accordance with applicable UK intellectual property laws. Any breach of this clause constitutes a material breach of the Agreement and may result in immediate Termination of the Agreement and legal action for infringement of intellectual property rights.
18.7. INTELLECTUAL PROPERTY RIGHTS FOR THE DURATION OF TRIAL USE. Furthermore, this clause shall endure and remain applicable to any entity that has engaged with the Platform through formal trials, including pilot programmes or trial periods. This enduring applicability ensures that the rights and obligations outlined within pertain not only during the active period of Trial Use but also extend to any firm that has had a User participating in such Trial Use, reinforcing the continuous and lasting nature of these provisions beyond the initial engagement phase.
Service Level Agreement
19.1. SERVICE LEVEL COMMITMENT. CourtCorrect guarantees a minimum of 99% service availability per calendar month for all Services, excluding Scheduled Maintenance periods.
19.2. SERVICE MONITORING. CourtCorrect will monitor service performance and provide monthly uptime reports detailing service availability and any downtime, excluding Scheduled Maintenance. These reports are available upon request by the Customer.
19.3. A REMEDIES FOR SERVICE LEVEL FAILURES. If CourtCorrect fails to meet the 99% Service Uptime commitment, the Customer will receive service credits as follows:
19.3.1. 90%-98% uptime: 5% credit of the monthly equivalent of the yearly service fee; or
19.3.2. Below 90% uptime: 10% credit of the monthly equivalent of the yearly service fee.
19.4. SERVICE CREDITS. Service credits apply to future service fees and cannot be redeemed for cash.
19.5. SERVICE LEVEL ISSUES. In the event of a Service Level Issue, CourtCorrect will adhere to the response commitments and escalation procedures outlined in the Service Level Issue Resolution Matrix (Appendix B).
Anti-corruption
Anti-facilitation of Tax Evasion
21.1. COURTCORRECT ANTI-FACILITATION OF TAX EVASION. CourtCorrect shall not engage in any activity that would constitute a UK tax evasion facilitation offence under section 45(1) or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017. Throughout the Term of the Agreement, CourtCorrect must maintain policies and prevention procedures that are reasonable to prevent the facilitation of tax evasion by any person, including employees or agents, and to ensure compliance with these requirements. Any request or demand to facilitate tax evasion under Part 3 of the Criminal Finances Act 2017, in connection with the performance of the Agreement, must be promptly reported to the Purchaser.
Anti-slavery
22.1. COURTCORRECT COMPLIANCE WITH ANTI-SLAVERY OBLIGATIONS. CourtCorrect shall ensure that all persons involved in performing Services or providing goods related to this Agreement (collectively, its “Supply Chain”) comply with the Modern Slavery Act 2015 and all related laws, regulations, codes, and guidance. CourtCorrect must ensure that its Personnel receive appropriate training on these requirements and must not engage in any activity that would constitute an offence under the Act if carried out in the UK. CourtCorrect must also comply with any Customer policy relating to Slavery and Human Trafficking and take all reasonable steps to ensure that Slavery and Human Trafficking are not occurring within its business or Supply Chain. For the purposes of this clause, "Slavery and Human Trafficking" shall have the meaning given in Section 54(12) of the Modern Slavery Act 2015.
General
23.1. ACCEPTANCE. Pursuant to the establishment of an Account with CourtCorrect and subsequent utilisation of its Product offerings, the Account creator is hereby deemed to have executed an implicit acceptance, thereby affirmatively assenting to be bound by the terms and conditions as stipulated by CourtCorrect without further Documentation.
23.2. SCOPE OF AGREEMENT. Our Agreement encompasses the provision of full functional use of the CourtCorrect Platform, accessible via courtcorrect.com, ensuring comprehensive access to all features and functionalities as hosted on the site.
23.3. UPDATES. CourtCorrect promises to update the CourtCorrect Platform at regular intervals to provide crucial upgrades and updates. CourtCorrect may offer optional future upgrades for an additional fee, subject to the Customer's written consent. The availability of such upgrades laid out in the previous clause shall be optional and not mandatory. Opting not to subscribe to these upgrades will not impede the Customer's access to the existing functionalities of the CourtCorrect Platform. Regardless of the Customer’s decision regarding these upgrades, uninterrupted access to the current level of Services as per the existing Agreement will be guaranteed.
23.4. SCHEDULED MAINTENANCE. CourtCorrect shall use reasonable endeavours to provide the Customer with a minimum of five days' advance notice of any Scheduled Maintenance that may materially affect the availability or functionality of the Hosted Services. Scheduled Maintenance shall be conducted in a manner so as to minimise disruption to the Hosted Services, typically during off-peak hours or at times agreed upon with the Customer.
23.5. RIGHTS OF TRANSFER. CourtCorrect may transfer the Agreement to someone else. CourtCorrect may transfer our rights and obligations under these terms to another organisation. The Customer needs our consent to transfer the Customer’s rights under the Agreement to someone else. The Customer may only transfer the Customer’s rights or the Customer’s obligations under these terms to another person if CourtCorrect agrees to this in writing.
23.6. THIRD PARTY OBLIGATIONS. Nobody else has any rights under the Agreement. The Agreement is between the Customer and CourtCorrect. Except for any person to whom CourtCorrect may assign our rights, no other person shall have any rights to enforce any of its terms.
23.7. SEVERANCE. If a court finds part of this contract illegal, this clause will be severed and the remainder of the contract will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
23.8. NO WAIVER OF RIGHTS. Even if CourtCorrect delays in enforcing this contract, CourtCorrect can still enforce it later. If CourtCorrect do not insist immediately that the Customer do anything the Customer are required to do under these terms, or if CourtCorrect delay in taking steps against the Customer in respect of the Customer breaking this contract, that will not mean that the Customer do not have to do those things and it will not prevent us taking steps against the Customer at a later date. For example, if the Customer misses a payment and CourtCorrect does not chase the Customer, but CourtCorrect continues to provide the Services, CourtCorrect can still require the Customer to make the payment at a later date.
23.9. NO ADDITIONAL FEES FOR REGULATORY ACCESS. Pursuant to the provisions of this Agreement, it is hereby clarified that the provision of supplementary access to information pertaining to regulatory bodies shall not incur any monetary levy or fee on the part of the Customer.
23.10. APPLICABLE LAW. These terms are governed by English and Welsh law and the parties can bring legal proceedings in respect of the products in the English and Welsh courts. Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
23.11. ENTIRE AGREEMENT. These terms constitute the entire agreement between us in relation to the Customer’s purchase. The Customer acknowledges that the Customer have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that the Customer shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
Changes To These Terms
24.1. CourtCorrect reserves the right to modify or replace these Terms at any time. CourtCorrect shall provide the Customer with advance notification of any of these terms in writing.
24.2. The new terms shall take effect once CourtCorrect and the Customer have agreed to the amendment in writing.
APPENDIX A - INTERPRETATIONS
Interpretation
Terms defined in this Agreement are indicated by an initial capital letter. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
1. “Application Programming Interface” or “API” means a software intermediary that allows two applications to talk to each other.
2. "Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time.
3. “Business Hours” means Monday to Friday between 09:00 to 18:00, excluding public holidays recognized in the United Kingdom.
4. “Charges” means price payable to the Provider by the Customer as laid out in the Order Form.
5. “Customer Confidential Information” means the data designated as confidential to the Provider prior to the commencement of this Agreement.
6. “Customer Default” means a failure to uphold the obligations as laid out in Clause 8.
7. “Defects” means substantive issues that fundamentally alter the usage of the CourtCorrect Platform making the Platform unusable.
8. “Documentation” means any documentation that when legally binding on all parties to it discharges, varies or supplements the legal obligations contained in the settlement agreement.
9. “Effective Date” means the date on which this contract is signed by both parties.
10. “Emergency” means but is not limited to:
a. data breach: unauthorised access to or handling of client data;
b. platform downtime: complete unavailability of the CourtCorrect Platform; and
c. urgent critical Vulnerability: a security flaw or bug that could severely impact the Platform’s integrity or client data security.
11. “Force Majeure Event” shall mean any event beyond the reasonable control of either party, including but not limited to natural disasters (such as floods, earthquakes, hurricanes), wars, terrorist activities, riots, epidemic or pandemic outbreaks, government actions, national emergencies, strikes and other labour disputes (not involving the employees of the party claiming relief), and disruptions in telecommunications and energy infrastructure.
12. “Free Trial Period” refers to the designated time frame during which the Customer is granted complimentary access to the CourtCorrect Platform. It is within this period that the Customer may provide their written Confirmation to Proceed regarding the continued use of the Platform beyond the Free Trial Period.
13. “Hosted Services” means Customer access and use of the CourtCorrect Platform at courtcorrect.com
14. “Materials” shall mean any data, documents, information, or other content that You upload, transmit, or otherwise provide to the CourtCorrect Platform.
15. "Order Form," in relation to CourtCorrect, shall mean the formal document, whether in electronic or paper format, provided by CourtCorrect to the Customer, which specifies the Services and/or products to be supplied by CourtCorrect. This form includes, but is not limited to, descriptions of the Services or products, the quantities ordered, the prices agreed upon, any applicable discounts, and the terms of payment. The Order Form is an integral part of the Agreement between CourtCorrect and the Customer and shall be interpreted in conjunction with the CourtCorrect Terms and Conditions and Data Processing Agreement. The execution of the Order Form by the Customer constitutes an acceptance of the offer made by CourtCorrect and signifies the Customer's acceptance to be bound by the terms of the Agreement, including the Order Form, Terms and Conditions, and Data Processing Agreement.
16. “Platform” means the CourtCorrect Platform and Application Programming Interface.
17. “Product” means the CourtCorrect Platform and Application Programming Interface.
18. "Scheduled Maintenance" refers to times where Services may be temporarily unavailable due to planned system updates, enhancements, or routine maintenance activities.
19. "Service Uptime" refers to the availability of the CourtCorrect Services to Users and is calculated as a percentage of the total possible operating minutes in a calendar month, excluding Scheduled Maintenance.
20. “Services” means the use provided by the CourtCorrect Platform.
21. “Term” shall have the meaning set forth in Clause 3.
22. “Termination” means when the contract has ended either by: performance, by acceptance, frustration or by breach of contract.
23. “Terms & Conditions” means these terms of this Agreement to which the Customer agrees.
24. “User” means:
a. Administrative User - the purchase and/or User of the Admin Seat, typically held by management staff.
b. Standard User - the purchaser and/or User of the Complaint Handler Seat, typically held by front-line staff.
25. “User Interface” means the means by which the User and a computer system interact, in particular the use of input devices and software.
26. “Website” refers to CourtCorrect, accessible from courtcorrect.com or any subdomains thereof (e.g. platform.courtcorrect.com)
APPENDIX B - SERVICE LEVEL ISSUE RESOLUTION MATRIX
The following matrix outlines the general response commitments and escalation procedures CourtCorrect provides to address and resolve service issues based on their priority level during working hours (8am – 6pm UK during weekdays, excluding Public Holidays).To facilitate a clearer understanding and proper application of the Service Level Issue Resolution Matrix, the following are examples of incidents that fall under each priority level:
High Priority (Class 1)
Complete system outage affecting all Users;
Security breaches that compromise sensitive data; and
Critical performance issues that prevent transaction completion.
Medium Priority (Class 2)
Issues that impair functionalities for a significant subset of Users but do not completely halt operations; and
Access issues that prevent new Users from registering or existing Users from logging in.
Low Priority (Class 3)
Minor performance issues that affect only a small number of Users; and
Requests for data reports or minor data corrections not requiring immediate attention.
Please refer to Your Order Form for additional details on the Service Level Agreement applicable to Your contract.