Legal Terms of Use are crucial documents for any company providing products or services, particularly in the digital realm.
They establish the guidelines and terms of use, outlining the rights and responsibilities of users and providers.
When is a Terms of Use necessary? How does it differ from a contract, and how can it be created successfully?
In this article, we will provide clear and objective answers to these questions.
What do Terms of Use entail?
The Terms of Use are official documents that establish rules for using a service, platform, or product.
They define the obligations of the individuals concerned and might cover regulations regarding entry, confidentiality, intellectual property, and consequences for not meeting the specified conditions.
When signing up for a social media account, users are required to accept the Terms of Use that outline the platform’s usage guidelines, content restrictions, and data processing procedures.
When do we need to refer to the Terms of Use?
The Terms of Use are crucial in situations where a company and user are engaged in online services, digital products, or any form of interaction that requires specific guidelines.
Some typical scenarios involve:
- Apps and platforms in the digital realm that necessitate logging in.
- Websites that gather user data.
- Offering internet services like legal counsel.
- E-commerce and online platforms for buying and selling goods and services.
It is recommended to advise your customer to have a well-organized Terms of Use document in place to prevent legal issues and enhance business security.
What separates Terms of Use from a Contract?
Terms of Use and Contracts, while alike, have significant distinctions.
- Service providers enforce Terms of Use that users agree to in order to access the platform or product, typically by clicking an “Agreement” button.
- A contract is a formal agreement between two parties that outlines their obligations and rights in detail, typically requiring the signatures of those involved.
How can a Terms of Use be generated?
To create an effective Terms of Use, it is crucial to adhere to specific essential procedures.
Define the terms in the document by explaining the key concepts to prevent unclear interpretations. For instance, “User” denotes individuals utilizing the platform.
Specify the range of services provided to avoid misunderstandings and dissatisfaction due to incorrect expectations.
Establishing rights and responsibilities involves clearly outlining the actions permitted and prohibited for both the company and users, including any specified limitations of liability.
If personal data is gathered, it is important to detail how user data will be utilized, including provisions for data protection and adherence to LGPD regulations.
Detail the intellectual property regulations by specifying whether the platform’s content can be duplicated, distributed, or utilized for commercial purposes.
Define penalty and termination guidelines: Outline the repercussions for failing to adhere to the Terms of Use and procedures for terminating the account of a user who violates the terms.
The company should have a clause regarding modifications to the Terms of Use, outlining how users will be notified of any changes.
How to generate your Terms of Use quickly with the assistance of AI technology?
Creating Terms of Use might appear challenging, but technology can simplify and speed up this task significantly.
AI Legal is a specialized platform that employs artificial intelligence to help lawyers create personalized legal documents.
With Legal.AI, you can quickly create customized and comprehensive Terms of Use.
The system offers theses that adhere to current laws, including LGPD, to ensure compliance with regulations.
Terms of Service: Prepared template
Management Software Usage Terms
These Terms govern the usage of the law firm team management software, known as the “Software,” created by [COMPANY NAME] registered under CNPJ number [CNPJ NUMBER].
Adhering to these Terms is crucial for accessing and utilizing the Software, designed specifically for legal teams in law firms to efficiently manage their activities and resources.
The Software can be used after subscribing to an annual plan priced at R$5,000.00, which is applicable to firms with up to 300 lawyers and does not limit the number of teams that can be formed.
From the Agreement’s Objective:
This Term of Use aims to govern the utilization of the management software designed for law office teams to enhance and systematize legal tasks performed by law firms. Access to the software requires an annual fee of R$5,000.00 and is suitable for offices with a maximum of 300 lawyers, allowing unlimited team formations within the platform.
Definitions 2.
For these Terms of Use, the following terms will have the defined meanings when used in singular or plural form.
The term “Software” in the User Contract refers to the computer program used by law office teams, along with all its components such as features, updates, fixes, and enhancements.
Any individual authorized by the Law Office to use the Software is referred to as a “User,” which includes lawyers, interns, and other staff members.
The “Annual Plan” is the Software subscription model used by the Advocacy Office, lasting for 12 consecutive months after an upfront annual payment.
Authorized professionals within the Law Office who are permitted to utilize the Software for managing processes, clients, and legal tasks are referred to as the “Legal Equipment.”
Professional organization made up of lawyers and other staff members, officially established, that subscribes to the Annual Plan for using the Software.
“User Data” refers to any information provided by users in the software or derived from its use, encompassing personal, procedural, and administrative data.
“Contract” refers to these Terms of Use that regulate the usage of the Software by the Law Office and its Users.
The “Licence” refers to the permission given by the Contractor to the Law Office for using the Software according to the terms specified in the Agreement.
“Technical Support” is a service offered by the Contractor to help Users with issues concerning the functionality and utilization of the Software.
A “Contracted” individual is a developer and rights holder of the Software who is responsible for providing it to the Law Office according to the terms of the Agreement.
“All revisions made by the Contractor to enhance the Software’s performance or security are referred to as ‘Updates’.”
It is crucial to have clear definitions in place to prevent confusion and ensure mutual understanding among all parties bound by the agreement.
License for use
The Supplier gives the Customer a restricted license to use the Management Software, specifically for law firms with a maximum of 300 lawyers.
The license for using the Management Software is limited to a maximum of 300 lawyers per law firm. If the software is used in offices with more than 300 lawyers, it violates the Terms of Use and may lead to the license being terminated without prejudice to possible sanctions.
The license provided is meant for the exclusive use of the Customer’s law office and does not allow for marketing, assignment, sublicensing, or any transfer to third parties without the Supplier’s prior written consent.
There is no restriction on the number of teams using the Management Software within the licensed offices, as long as the maximum limit of 300 lawyers is adhered to.
The license allows customers to receive updates and maintenance for the Management Software at no extra cost during the license period, unless stated otherwise in a contract addendum.
You must adhere to the Terms of Use and relevant laws when using the Management Software, ensuring that you do not engage in or permit actions that could jeopardize the software’s integrity, security, and operation.
You are not allowed to decompile, reverse engineer, modify, or create derivative works from the Management Software, unless permitted by law or with prior written permission from the Provider.
These specific rules ensure clear understanding and legal assurance for both the supplier and the customer, avoiding conflicts and ensuring that both parties know their responsibilities and entitlements when using the licensed software.
Payment and Renewal terms
Payment of the yearly subscription fee of R$5,000.00 must be made by the deadline specified in the invoice provided by the software management provider.
Accepted payment methods include bank account, credit card, and bank transfer. Credit card payments can be split into 12 installments at no extra cost.
The plan will renew automatically each year unless the user provides written notice of their intention not to renew at least 30 days before the current period ends.
Access to the software may be suspended if payment is not made by the due date, and the contract may be terminated if payment is not received within 15 days, resulting in the loss of data stored.
The user must settle their financial obligations within 60 days of the original expiration date to restore access to the software and retrieve the data following suspension or default. If not done within this timeframe, the data could be permanently removed.
Any adjustments to the annual plan’s cost will be notified to the user at least 60 days before the automatic renewal date, giving the user the option to reject the new terms and cancel the contract without any charges.
Any questions or disagreements about payments must be reported to the software provider through the designated service channels within 10 days of the disputed payment.
The parties agree that payments made are non-refundable unless specified otherwise in other sections of the contract or in cases where termination is due to the supplier’s sole fault.
If the user ends the contract early, they will not receive a partial refund of payments made unless specified otherwise in the contract’s termination clauses.
User responsibilities include the number five.
The User agrees to utilize the Management Software in compliance with the existing laws of Brazil, such as the General Data Protection Law (LGPD) and other relevant legislation regarding personal data protection.
The User is not allowed to use the Software for any illegal activities, such as copyright infringement, fraud, invasion of privacy, or any actions that harm others or the Software vendor.
The user must keep access information to the software confidential and not share it with unauthorized parties. It is the user’s responsibility to safeguard this information from unauthorized use.
If there is any suspicion or confirmation of a security breach or unauthorized use of your login details, you must inform the software provider promptly for necessary actions to be taken.
The User is responsible for ensuring that all information inputted into the Software is precise, comprehensive, and current, and will be held accountable for any harm resulting from inaccurate or outdated data.
The User is not allowed to reverse engineer, decompile, disassemble, or try to access the Software’s source code, or else they will be held responsible for any losses or damages to the Software vendor.
The User is only allowed to use the Software for the purposes stated in the Terms of Use, and using it for any other reason requires written permission from the supplier.
Failure to meet the requirements outlined in this clause could lead to immediate suspension or termination of Software access, in addition to other legal consequences and the duty to address any resulting harm.
Technical assistance
Technical assistance for the Management Software will be provided to the Contractor via email, online chat, and phone during business hours, Monday to Friday from 08:00 to 18:00, excluding national holidays.
The technical support team commits to starting service for the designated client within 24 working hours from receiving the request.
The time taken to resolve technical issues will vary based on their complexity, with simple problems aimed to be resolved within 48 working hours and complex issues within 7 working days.
Technical assistance should be requested through the designated communication channels provided in section 6.1, and should include comprehensive details about the problem encountered to help in identifying and resolving the issue.
The technical assistance provided for the Management Software does not cover:
Customized training for users.
(b) The Contractor does not provide support for hardware, operating systems, or other software issues.
Customizations of management software that are not included in the original features purchased.
Issues resulting from improper utilization of the management software, in opposition to the guidelines and advice given by the contractor.
The Contractor must have the required information and user cooperation for technical support services to be provided.
The Contractor is not responsible for any direct or indirect damages resulting from the improper use or inability to use the technical support provided, as outlined in this clause.
7. Enhancements and Upgrades
The supplier can update and enhance the management software as needed to fix issues, add new features, or improve existing ones in line with industry standards and user requirements.
The seller will notify users of important changes resulting from software updates and enhancements through email or directly on the software platform, with a notice period of at least 10 working days, unless immediate action is necessary in emergency situations.
Software updates and enhancements may result in temporary interruptions in software access and usage. The supplier is committed to minimizing the impact of these interruptions on the user’s routine by scheduling maintenance outside business hours and providing advance notice of the expected date and time.
In urgent situations, the vendor may temporarily disrupt access to the software without notice but will promptly notify users and restore full functionality quickly.
The supplier will not be responsible for any direct or indirect damages resulting from the temporary interruptions specified in sections 7.3 and 7.4, unless the vendor can demonstrate significant harm or failure in the execution of updates and enhancements.
The user agrees to collaborate with the vendor in installing new versions or additional features necessary for optimal system utilization, recognizing the importance of updates and enhancements for the software’s ongoing development, security, efficiency, and legal conformity.
Eight. Ownership of Ideas
Intellectual property rights associated with law firm management software, such as copyrights, trademarks, patents, and trade secrets, are exclusively owned by the supplier and will continue to be so.
Software users understand and accept that they will not gain any ownership rights over the software or its features, whether through using the software or in any other way.
Reproducing, modifying, translating, adapting, reverse engineering, decompiling, or deriving the source code from the software is strictly forbidden unless authorized in writing by the supplier.
The software supplier must give written consent before the software rights can be transferred to third parties through distribution, sublicensing, rental, leasing, or assignment.
Using the software without permission will be seen as a breach of the supplier’s intellectual property rights and could lead to the contract being terminated immediately, along with legal actions to address any harm caused.
The user agrees to promptly inform the supplier of any unauthorized use or suspected use of the software or any infringement of the software’s intellectual property rights they become aware of.
Limiting Responsibility
The law firm management software supplier will not be held accountable for any damages resulting from the software’s use or inability to use it, such as loss of revenue, profits, data, business interruption, or other economic damages.
This limitation of liability covers damages resulting from various factors such as performance issues, errors, interruptions, delays, computer viruses, communication line failures, theft, unauthorized access, and manipulation of electronic records and data.
The supplier will only be responsible for the total amount paid for the software’s annual plan by the law firm in the year before the complaint arose.
The restrictions outlined in this clause are not applicable when the supplier is found to have committed serious deceit or fault, as defined in Article 393 of the Brazilian Civil Code. In such exceptional circumstances, the supplier’s liability will be evaluated according to the prevailing laws.
The parties agree that this clause is a fair way to distribute the risks and benefits related to using the software and is a crucial requirement for the contract to be valid.
Termination – End
Either party can end this contract under certain circumstances without affecting other possible actions.
If any obligations or conditions in these Terms of Use are not met, one party must inform the other in writing. A 30-day period will be given to rectify the issue. Failure to do so will result in the contract being terminated automatically.
The software must be used in accordance with legal regulations, which include avoiding infringement of intellectual property rights, improper use, or illegal activities.
In the event of unexpected circumstances or a force beyond control that disrupts the service provision under this contract, as outlined in Article 393 of the Brazilian Civil Code.
If the contract is terminated under any of the situations mentioned, the following outcomes will occur.
Immediate access to the software will be terminated by the party responsible for the termination.
The party ending the contract due to the other party’s failure is not responsible for any damages or financial compensation to the party being terminated.
If the contractor who purchased the software is responsible for the termination, they will not receive a refund for the unused portion of their annual plan payment.
Any use of the software after termination will be considered a violation of the injured party’s rights and may result in penalties for the infringing party.
The end of the agreement does not cancel the obligations and responsibilities that were agreed upon and must continue even after the contract ends.
The contract can be ended by both parties through a written agreement that specifies the terms, time frame for ending services, and any compensation.
The end of the agreement will not impact the rights obtained by both parties until the termination date, including rights concerning confidentiality and intellectual property.
These provisions seek to guarantee clear and fair terms for ending contracts, protecting the rights and responsibilities of all involved parties.
Confidentiality is about keeping information private.
The parties agree to maintain complete confidentiality regarding all non-public information shared or accessed due to this agreement, such as commercial data, operational procedures, financial records, and technical details related to the management software and legal firm operations.
The obligation of confidentiality stated in this clause must be followed during the contract and for five (5) years after its end, irrespective of the cause.
The parties agree to make every effort to keep the received information confidential and prevent its disclosure to unauthorized third parties.
Limit access to confidential information to authorized personnel such as employees, agents, contractors, or consultants who require it for contract fulfillment and are subject to confidentiality agreements similar to those outlined in this document.
Do not utilize confidential information for any reason other than what is explicitly permitted by this agreement.
Implement necessary security measures to prevent unauthorized access, loss, or misuse of confidential information.
The confidentiality responsibilities described here do not cover the information that:
Whether or not they are in the public domain, without violating the confidentiality obligations stated here.
(ii) have already been familiar to the receiving party before being disclosed by the disclosing party.
(iii) can be lawfully obtained from third parties without any confidentiality constraints.
The receiving party must create the information on their own without using or referring to the confidential information provided by the disclosing party.
(v) must be disclosed as mandated by law or court order. The recipient must promptly inform the disclosing party of this requirement and work together to contest or restrict the extent of disclosure.
If confidentiality obligations are not met, the responsible party will be held accountable for any resulting damages to the other party, which may include material harm, moral harm, and lost profits.
Personal information safeguarding
The supplier agrees to handle user’s personal data in compliance with the General Data Protection Law, taking steps to safeguard the privacy and rights of individuals.
The personal information gathered will only be utilized for treatment purposes.
Providing services for managing legal teams as agreed upon in the contract.
(b) Adherence to legal and regulatory requirements;
Ensuring the software and the data it holds are secure and intact.
Informing users about updates, maintenance, and other important software-related information.
The supplier must guarantee that data subjects are able to exercise their rights according to LGPD, such as but not limited to:
Confirmation that treatment exists.
Data access.
Fixing data that is incomplete, inaccurate, or outdated.
Anonymizing, blocking, or deleting unnecessary, excessive, or processed data in accordance with LGPD.
The data can be transferred to another service provider or product upon request, while maintaining the confidentiality of commercial and industrial secrets.
Personal data processed with the owner’s consent will be deleted, except in cases specified in the LGPD.
Information obtained from public and private entities with whom the supplier has shared data.
Information regarding the option to withhold consent and the outcomes of doing so.
Revoking consent under LGPD.
The supplier must implement suitable technical and administrative measures to safeguard personal data from unauthorized access or any improper handling, including but not limited to unauthorized alteration, loss, destruction, or communication.
Access to stored personal data is limited to authorized individuals.
Implementing encryption methods to safeguard data while it is being transferred and stored.
Maintaining records of personal data access for auditing and monitoring purposes.
The supplier will offer users an in-depth Privacy Policy that will supplement these Terms of Use and explain the processes for gathering, utilizing, storing, and disclosing personal information.
In case of a security incident posing a risk to data subjects, the supplier will report it to the National Data Protection Authority (ANPD) and the affected individuals as mandated by the LGPD.
General Provisions
If any part of these Terms of Use is found to be invalid, unlawful, or unenforceable by a court, it will not affect the other provisions, which will remain valid. The parties will replace the invalid provision with one that aligns with their original intention.
The supplier can modify these Terms of Use with a 30-day notice to users via email or through the software. Continued use of the software after 30 days implies acceptance of the new conditions.
Conflicts regarding the interpretation or execution of these Terms of Use will be resolved in the jurisdiction where the supplier is located, regardless of any other privileges.
The parties concur with the terms of this agreement.
Protect Your Business by Establishing Clear Guidelines
The Terms of Use are necessary for guaranteeing transparency and legal clarity.
Crafting them clearly and objectively minimizes risks and enhances user relationships.
If your customer’s company does not have an appropriate Terms of Use yet, now is the perfect opportunity to organize it correctly.