Supply and Support Terms and Conditions
These Terms and Conditions, Your Order Form, and any materials or documents specifically incorporated by reference constitutes an Agreement between You and PracticeEvolve (“Agreement”). By signing the Order Form You indicate that You have read, understood and accepted the terms of this Agreement.
1. Definitions
(a) ‘Additional Named User’ means a Named User purchased during a PracticeEvolve Term or Practice Evolve Renewal and for which payment is made monthly.
(b) ‘Applicable Data Protection Legislation’ means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 and applicable legislation that supersedes or replaces either of them.
(c) ‘Business Days’ means any day which is not a Saturday or Sunday or bank holiday in your geographical jurisdiction.
(d) ‘Direct Debit‘ means the reoccurring payment within the period specified on the invoice.
(e) ‘Monthly Amount’ means the monthly amount paid for the number of Named Users ordered by You and any other products and services if applicable.
(f) ‘Named User’ means a user for whom the Service is being purchased.
(g) ‘PracticeEvolve Amount’ means the recurring payments of the Monthly Amount detailed on the Order Form.
(h) ‘PracticeEvolve’, ‘We’, ‘Us’ mean Practice Evolve Limited (Company Number 393593) at Unit 5a Floor 5, River House, Blackpool Retail Park, Cork, T23 R5TF, Ireland.
(i) ‘PracticeEvolve Group’ means Practice Evolve Limited and any of its associated entities.
(j) ‘Payment Term’ means recurring minimum payment periods of the PracticeEvolve Monthly Amount commencing on the date set out in clause 6 below, and automatically renewing on a Practice Evolve Renewal.
(k) ‘PracticeEvolve System Requirements’ means the PracticeEvolve System Requirements required for the installation and utilisation of PracticeEvolve software published on https://support.practiceevolve.com/support/solutions which are subject to change without notice.
(l) ‘PracticeEvolve Renewal’ means the subsequent twelve (12) month periods which automatically renew on the expiration of the PracticeEvolve Term or a PracticeEvolve Renewal.
(m) ‘PracticeEvolve Term’ means the initial contract period of twelve (12) months during which the Service is provided, commencing on the date set out in clause 6 below.
(n) ‘Project Management Fee’ means the non-refundable single amount payable, listed on the Order Form.
(o) ‘You’ and ‘Your’ mean the client detailed on the Order Form.
(p) ‘Service’ means the Software, Web Portal if applicable and any administration, consultation, installation, training and transition services that accompany the service.
(q) ‘Software’ means the software used to provide the Service and the content available through the software including forms, templates and legal forms and charges updates.
(r) ‘Trial Period’ means the first 120 business days of the PracticeEvolve Term from date of installation.
(s) ‘Your Data’ means any data that you upload, submit or otherwise transmit to PracticeEvolve directly, or through the Service.
2. Right to Use and Additional User
(a) Subject to the terms and conditions of this Agreement, PracticeEvolve grants you a non-exclusive and non-transferable right to use the Service during a PracticeEvolve Term or PracticeEvolve Renewal in accordance with this Agreement.
(b) This right is for the sole purpose of enabling You to use the Services for Your internal business purposes and will end upon any termination of this Agreement.
(c) All functions, data, information and materials provided by PracticeEvolve via the Service may only be used by You in the ordinary course of the activities of Your organisation and expressly for the purposes of supplying legal services.
(d) The Named User may access and use the Service on multiple devices, however, only one device per Named User may be used at any one time.
(e) You agree that Your Named Users may only comprise Your officers, employees, contractors and agents over which You retain management and control, and may not comprise the officers, employees, contractors and agents of any third party. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited.
(f) You will not make the Software or any details required to access any Named User’s account available to any person other than the Named User. We may terminate this Agreement immediately under clause 16(e)(ii) if we become aware that you have knowingly allowed any third party to access the Services for any purposes.
(g) The number of Named Users cannot be reduced beyond the date of signing the Agreement including additional Named Users purchased after the Agreement has commenced.
(h) PracticeEvolve may raise an administrative fee for making changes to Your user arrangements
(i) We reserve the right to suspend access to the Service, in whole or in part, without notice,
(i) to periodically maintain or improve the Service;
(ii) if You fail to pay all or part of any fee by the due date; or
(iii) if We believe You or any of Your Named Users are using the Services in a way that constitutes a breach of this Agreement or is likely to be found illegal. Named Users may not
a. modify, alter, reverse engineer, reproduce, duplicate, sell, or exploit the Service without express written consent of PracticeEvolve;
b. make the Software or any details required to access any Named User’s account available to any person other than a Named User;
c. use the Service for any unlawful, defamatory, or infringing purposes; or
d. use the Service to send, store, or upload any malicious or destructive code or viruses.
(j) You agree to comply with, and use reasonable efforts to ensure that Your Named Users comply with, Our policies in respect of access to the Services as notified by Us to You or as published at https://www.practiceevolve.com/ and updated from time to time. You acknowledge that if any of Your Named Users breach such policies or this Agreement, in Our sole discretion, We may suspend access to the Services for that Named User.
(k) When PracticeEvolve is providing support or assistance You must ensure that a suitably informed user who has been trained pursuant to this Agreement is available to demonstrate the problem and provide any information or reasonable assistance that may be required.
3. Intellectual Property
PracticeEvolve and/or its licensors retains all right, title, and interest in the Services, Software, and their content, including any suggestions, feature requests, or ideas provided by You. Unless expressly permitted, this Agreement does not grant You any intellectual property rights or other interest in the Services, Software, or any of their components. You may not alter, remove, or otherwise infringe any trademarks, copyrights, or other intellectual property of PracticeEvolve or its licensors, including form content downloaded and substantially adapted by You.
4. Your Data
PracticeEvolve acknowledges and agrees that nothing in this Agreement grants to PracticeEvolve any right, title or interest in any of Your Data other than a limited non-exclusive right to use or process Your Data solely for the purposes of providing the Service. You shall own all intellectual property pertaining to Your Data which includes legal content provided by PracticeEvolve which has been substantially edited or adapted by You. You hereby grant PracticeEvolve a worldwide, non-exclusive and limited-term license to use Your Data solely to the extent necessary to provide the Service in accordance with this Agreement. You are responsible for ensuring that you have all the necessary rights to grant this and that Your Data does not infringe on the rights of any copyright owners, violate any applicable laws or violate the terms of any license or agreement.
5. Invoicing, Payment and Credit Terms
(a) All fees must be paid as designated on Your Order Form and this Agreement. All prices are exclusive of VAT unless otherwise expressly stated.
(b) You will receive invoices from PracticeEvolve by email to the email address as disclosed on the Order Form or to such other email address as You specify. Invoices must be paid by Direct Debit within the period specified on the invoice, using a transaction agent nominated by PracticeEvolve.
(c) The Project Management Fee will be invoiced separately by PracticeEvolve and must be paid within seven (7) days of order acceptance.
(d) In the event that an amount due to PracticeEvolve for payment becomes overdue, access to the Service may be suspended without notice.
(e) In the event an amount due to PracticeEvolve for payment becomes overdue for longer than 30 days, the balance of the PracticeEvolve Amount will immediately become due and payable.
(f) If You fail to make payment in accordance with this Agreement, PracticeEvolve shall be entitled to simple interest on that amount. Such interest shall be calculated at a rate of 8% per year above the Central Bank of Ireland base rate which is current at the date the payment became overdue.
(g) An administrative fee may be charged for each late payment, or each failed Direct Debit payment, or for each payment for the Monthly Amount taken by PracticeEvolve as a result of Your delay in completing the necessary agreement with the third-party finance agency.
(h) In the event of a debt being passed to a collections agency, You will be liable for all costs associated with the collection of the debt.
6. Commencement
(a) The PracticeEvolve Term and Payment commencement date starts at the earliest of:
(i) the date of installation; or
(ii) the date thirty (30) days after the date You sign an order form, if you do not elect a Data Transition; or
(iii) the date sixty (60) days after the date You sign an order form, if you elect a Data Transition.
7. Installation and Training
(a) Installation and training is performed by independent external consultants who will provide you with their own quotes and rates.
(b) It is your responsibility to organise installation and training with the external consultant directly.
(c) The scheduling of installations is subject to the availability of resources and PracticeEvolve gives no undertaking or guarantee regarding the installation date.
(d) Onsite delays caused by Your failure to provide information as requested, or comply with the PracticeEvolve System Requirements will result in You being responsible for the additional costs occasioned by the delay.
(e) Work that is performed by an external consultant is performed under their own terms and conditions signed by You.
(f) The Software will be taken to have been properly installed unless You advise PracticeEvolve otherwise, in writing, within 14 days of installation.
8. Data Migration and Data Entry
The Data migration will be taken to have been properly conducted unless You advise PracticeEvolve otherwise, in writing, within 14 days of installation. PracticeEvolve will use reasonable endeavours to ensure accurate entry of all data provided by You prior to installation; however, PracticeEvolve does not accept responsibility for the accuracy of this data entry. All reasonable endeavours will be offered to assist You in ensuring the accuracy of the opening balances entered but ultimately it is Your responsibility to ensure this is the case. In particular, any problems encountered in relation to data transition must be brought to PracticeEvolve’s attention, in writing, within 14 days of installation of the data.
9. Your Information Technology and Communications Infrastructure
It is Your responsibility to ensure that Your information technology and communications infrastructure (ITC) meet the PracticeEvolve System Requirements, which are subject to change, and You acknowledge that:
(a) The Service may not operate properly (or at all) on non-compliant hardware or platforms.
(b) PracticeEvolve does not accept any responsibility for defects, data corruptions, Service failures or performance degradation caused by malware, viruses or other software or components on Your hardware that may interfere with the way the Service operates.
(c) It is Your responsibility to ensure that Your ITC is properly maintained, including implementation and use of anti-malware software, and is not changed in a way which may adversely affect the operation of the Service.
(d) Work done by PracticeEvolve due to failure to comply with (a) to (c) above may be charged to You at standard development rates.
(e) During the PracticeEvolve Term or PracticeEvolve Renewal, PracticeEvolve may offer a mandatory upgrade of the Service to newer versions. This will happen if the operating system or any third-party component used by PracticeEvolve ceases to be supported by their respective vendors, or if PracticeEvolve decides support of the existing version is no longer viable. In such cases, PracticeEvolve will offer the upgrade free of licence fees, but may charge fees for data transition, or refer You to a PracticeEvolve partner where fees may also be charged.
(f) PracticeEvolve is not responsible for any costs related to software that integrates with PractiveEvolve, including but not limited to Microsoft Office, Email Service, General Ledger software, Browser or PDF Readers.
(g) You are responsible for protecting your network connections, including using physical security, firewalls, and other network security tools as appropriate.
10. Responsibility to Back-up Data
Data and documents that synchronise with the hosted data server will be backed up by PracticeEvolve. It is Your responsibility to ensure that all other data stored locally is backed up. You acknowledge that You have no claim against PracticeEvolve for any loss or damage to data stored locally.
11. Helpdesk Services
(a) Helpdesk services are provided from 9.00 am – 5.00 pm GMT on Business Days.
(b) If the Service is not functioning in accordance with its specifications, as they are defined on https://www.practiceevolve.com/. PracticeEvolve will provide the upgrades or a manual workaround at no additional cost, provided the Monthly Amount is being paid. For clarity, this no-charge provision applies to the upgrade itself. Any support, implementation, configuration, project management, or other professional services required to plan, schedule, or deliver the upgrade will be charged at PracticeEvolve’s current standard professional services day rate at the time. PracticeEvolve will use its best endeavours to make the Service operational as soon as practicable after receiving Your support request.
(c) PracticeEvolve does not rectify hardware, operating system or network problems or problems relating to third party software which is the responsibility of Your ITC providers.
(d) When PracticeEvolve is providing assistance, You must ensure a suitably trained and informed user is available.
12. Third Party Services
(a) The Service is subject to limitations inherent in the use of Internet and other third-party communication software and devices and PracticeEvolve is not responsible for any delays, delivery failures, or other damage resulting from their use. You are responsible for maintaining the security of Your networks, servers, applications, and access codes.
(b) You may elect to use the Service in conjunction with third-party websites, platforms or apps (including, but not limited to, those available on the PracticeEvolve Marketplace) (Third Party Service (s)). Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. PracticeEvolve makes no representations or warranties in relation to Third Party Services and expressly disclaims any and all liability arising from Your use of Third Party Services.
13. Availability of Data After Termination
In the event this Agreement is terminated, You will no longer have access to Your Data and it is Your responsibility to extract Your Data from the Service. You will be provided with 30 days to arrange this. Alternatively, to continue to gain access to Your Data through PracticeEvolve, You will need to purchase a single user license on a month to month arrangement for so long as You require access. The single user does not include the provision of support, online services or content updating. PracticeEvolve will dispose of your data following the termination of this Agreement in accordance with our Information Security Policy. The full contents are available online at https://www.practiceevolve.com/.
14. Confidentiality, Privacy and Security
(a) It may from time to time be necessary for PracticeEvolve to review Your information for the purposes of providing the Service. PracticeEvolve undertakes to exercise the utmost good faith in maintaining all such information as confidential and will use such information only for the purposes of this Agreement, and/or to comply with applicable laws.
(b) PracticeEvolve will comply with the requirements of Applicable Data Protection Legislation.
(c) When using the PracticeEvolve Services, we may monitor your usage through a third-party provider to assist us in improving the service we provide. PracticeEvolve may from time to time provide your personal information to companies within the PracticeEvolve Group in order to:
(i) perform services on PracticeEvolve’s behalf;
(ii) provide additional services; and
(iii) promote other products and services which You may benefit from. When we do this, PracticeEvolve will only provide them with such information as reasonably required to perform those services and only permit them to process your personal data for specified purposes and in accordance with our instructions.
(d) The full contents of PracticeEvolve’s Privacy and Security Statements are available online at: https://www.practiceevolve.com/.
15. Service Components
PracticeEvolve reserves the right to substitute any precedents included in the Service with an alternate precedent suite at any time and without notice.
16. Term and Termination
(a) At the end of the PracticeEvolve Term this Agreement will automatically renew for successive twelve (12) month periods thereafter (each a PracticeEvolve Renewal) unless terminated as permitted under this Agreement. The Monthly Amount during any automatic PracticeEvolve Renewal will be charged at the then standard Monthly Amount.
(b) You may terminate this Agreement at any time before the commencement of the Trial Period by providing written notice to PracticeEvolve and subject to You paying PracticeEvolve a cancellation fee of thirty percent (30%) of the PracticeEvolve Amount.
(c) Either party may terminate this Agreement for any reason by providing a notice of intention not to renew this Agreement in writing, at least thirty (30) days before the end of the current Payment Term.
(d) Except as expressly provided at paragraphs 16(b), 16(c) and 17, termination of this Agreement for convenience is excluded during a Payment Term for any PracticeEvolve Term or PracticeEvolve Renewal.
(e) Either party shall be entitled to terminate this Agreement immediately and at any time for cause by giving written notice to the other party if that other party:
(i) commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days’ written notice of that breach;
(ii) commits a material breach of this Agreement and such breach is incapable of remedy; or
(iii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
(f) After the effective date of termination or expiration of this Agreement, You will no longer have any right to use or access the Service, or any information or materials that PracticeEvolve makes available to You under this Agreement.
17. Supply and Support Terms and Conditions
These Terms are subject to change from time to time to reflect changes in or requirements of the law or modifications or updates to the Services. PracticeEvolve will notify you if such change materially and adversely affects your rights under this Agreement and you will have a right to terminate the Services following the change.
18. Force Majeure and Delay Beyond Practice Evolve’s Control
PracticeEvolve will not be responsible for delays or failure to perform resulting from acts beyond its control, including but not limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, earthquakes or other disasters and failure of suppliers to perform including telecommunication breakdowns or interruptions and power failures. PracticeEvolve will notify You of the reasons for any limitations, delays, damages, or failure to perform and will take reasonable efforts to resume performance as soon as practicable under the circumstances.
19. Client Acknowledgements and Warranties
Except as expressly provided in this Agreement and to the extent permitted in accordance with applicable law, PracticeEvolve disclaims all warranties of any kind.
You acknowledge that:
(a) PracticeEvolve does not guarantee or warrant the fitness of the Service for any purpose other than the particular purpose for which it is supplied;
(b) You have conducted your own due diligence and selected the Service based upon your own skill and judgement You have satisfied Yourself as to the suitability of the Service;
(c) Any risk that may arise from the use of the Service is Your responsibility. You indemnify PracticeEvolve for any loss, damage, cost or expense it suffers or incurs as a result of an act or omission of You or another Named Users, or of any other person using an account allocated to a Named User;
(d) PracticeEvolve does not warrant or represent that any legal or accounting information, precedents, letters, documents or examples provided are necessarily correct and up-to-date;
(e) the Service is provided on an “as is” and “as available” basis and PracticeEvolve does not guarantee, represent, or warrant that Your use of the service will be uninterrupted or error-free;
(f) You are responsible for ensuring that all persons who access the Service through Your account are aware of this Agreement and comply with its terms;
(g) PracticeEvolve does not provide any legal, accounting or bookkeeping advice by providing the Service; and
(h) Any legal information, practice guides, legal forms, precedents, letters or documents are provided as examples only and are provided on the basis that all Your users, being suitably qualified or working under the direction of suitably qualified personnel, will rely on their own knowledge and enquiries as to the accuracy and currency of any information contained in the Service.
20. Limitation of Liability
PracticeEvolve‘s liability to You is not limited or excluded where and to the extent, such liability cannot be limited or excluded in accordance with applicable law. In all other circumstances, PracticeEvolve will not be liable to You or to any third party for any costs, expenses, losses and damages incurred in relation to the Service, whether that liability arises in contract, tort, under statute or otherwise. Without limitation, PracticeEvolve will in no circumstances be liable for any indirect or consequential losses, loss of profits, loss of revenue or loss of business opportunity.
To the extent permissible by applicable law, PracticeEvolve’s aggregate liability, for any cause whatsoever, and regardless of the form of the action, is limited to the amount of fees paid, if any, by You for the Service in the six (6) months immediately preceding the date on which the claim arose.
21. Entire Agreement
This Agreement constitutes the entire understanding between PracticeEvolve and You and supersedes all other negotiations, agreements, contracts or understandings whether written or oral. All implied terms are hereby excluded, to the full extent permitted by law. This Agreement is governed by the laws of Ireland and is subject to the exclusive jurisdiction of the courts of Ireland.
22. Dispute Resolution
(a) Any dispute or difference arising from or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be dealt with in accordance with the provisions of this clause 22.
(b) The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice must include reference to this clause 22 and contain reasonable information as to the nature of the dispute.
(c) The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
(i) Within 14 days of service of the notice, an authorised representative of both You and PracticeEvolve shall meet, either in person or via conference, to discuss the dispute and attempt to resolve it.
(ii) If the dispute remains unresolved following the meeting, You and PracticeEvolve agree to enter into mediation in good faith to attempt to settle such a dispute.
(d) Until the parties have completed the steps referred to in this clause 22, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration (other than for urgent interlocutory relief where the circumstances justify such action in a party’s reasonable opinion).
