Terms & Conditions

Terms of Service

1.    APPLICABILITY

1.1    These Terms of Service apply to all services and products supplied by HLTech Legal Technology & Consulting BV and HLTech Legal Technology & Consulting LLC and HLTech (Singapore) PTE. LTD (together and individually, “Eltemate”). For the purposes of these Terms of Service:

(a)    the expressions “Eltemate”, “we”, “us” or “our” refer to the relevant Eltemate entity (or entities) entering into an agreement which is (or providing services or products which are) subject to these Terms of Service;
(b)    the expressions “you” and “yours” refer to the entity to which Eltemate has agreed to supply services or products, whether directly or indirectly, including where Eltemate acts as subcontractor; and
(c)    “Party” and “Parties” refers to the parties to the agreement to which these Terms of Service apply.

1.2    These Terms of Service shall serve as the default framework governing all transactions and interactions between the Parties, unless expressly stated otherwise in a separate agreement executed between the Parties.

1.3    These Terms of Service may be supplemented by additional terms or agreements which apply to particular products or services supplied by Eltemate. 

1.4    Subject to these Terms of Service, we will provide legal technology products and services including data management services to you in accordance with any description supplied to you (the “Services” and/or “Products”) to the best of our ability. We will endeavor to comply with any time schedules shared with you.

1.5    Eltemate is not a law firm, does not provide legal advice and is not engaged in the practice of law. Depending on the contractual setup and the Services/Products, various services are performed under the direction and supervision of inside and/or outside counsel.

2.    FEES AND PAYMENT TERMS

2.1    The fees for our Services will be agreed with you or, where they have not been specifically agreed, will be calculated accordance with our standard rates applicable for the relevant Products and/or Services provided to you. We reserve the right to revise our fee rates and prices from time to time.

2.2    Our invoices are due for payment by bank transfer within 30 days of the invoice date. Our bank details appear on our invoices. If you receive an invoice in our name by email, please check to ensure that the email genuinely originates from us, as we cannot be responsible for fraudulent submissions of invoices by third parties.

2.3    If an invoice remains unpaid for more than one month and/or if you fail within two weeks to meet a request for payment on account of costs or disbursements, we may decline to act any further. In that case, we shall charge you for the full amount of work done to that date. 

2.4    We may charge interest on amounts which are overdue for more than one month. Interest on the outstanding amount is calculated at an annual rate equal to the Dutch statutory commercial interest rate. 

2.5    All fee rates, quotations or estimates which we give you exclude Value Added Tax ("VAT”) and similar taxes, which will be added to our fees and any expenses where applicable. In considering whether VAT is applicable, we shall rely on information provided by you. If, as a result, invoices omit VAT which is later found to be applicable, you must pay the amount of the VAT, including any penalties or interest arising from the initial failure to charge (or pay) the VAT.

2.6    You will bear any tax payable on our fees (other than tax on income or profit levied in any jurisdiction from which we have provided all or a significant part of the Services). Accordingly, if you are required to make any tax or other deduction from the payment of our fees, you will gross up that payment so that we receive net of the deduction (and any further deductions from the additional amount) the same amount that we would have received but for the deduction.

2.7    Certain Products (such as apps or data storage) are made available by us at fixed prices, which will be set out in our invoices. Other expenses (such as couriers or travel costs) will be charged at cost and itemized by category in our invoices.

3.    INTELLECTUAL PROPERTY

3.1    In these Terms of Service, “Customer Data” means electronic data, text, documents, pictures, videos, or other materials provided by you to us in order to enable us to supply our Services. You warrant that:

(a)    you own the Customer Data and/or have the right to use it and the right to supply it to us to enable us to provide the Services; and
(b)    the supply of the Customer Data to us and our use of the Customer Data for the purpose of the Services will not violate the intellectual property or privacy rights of any third party or any applicable laws.

3.2    You will retain ownership of all intellectual property rights in your systems, materials, information, software, products, and Customer Data. You grant to us the right to access, use and process Customer Data for the purpose of performing the Services.

3.3    We retain copyright and intellectual property rights in all documents and all other works which we prepare in connection with our provision of the Services and/or Products, but we will license these to you to the extent necessary to enable you to benefit from the Services and/or Products we have agreed to supply.

4.    PUBLICITY

We shall keep your affairs and the information you give us confidential. We respect your right to control the disclosure of your association with our services for marketing or publicity purposes. We will seek your prior written approval before using your name or any details related to our engagement in any context.

5.    CONFIDENTIALITY

5.1    Where one party (“the Disclosing Party”) discloses confidential information to another party (“the Recipient”), the Recipient may not disclose or use that confidential information for any purpose outside the scope of these Terms of Service or a separate agreement between the Parties without the Disclosing Party’s prior written permission. However, you agree that we may disclose information in confidence to our Affiliates to our professional indemnity insurers and advisers, to our auditors and to any relevant regulators. The term “Affiliate” means, with respect to Eltemate, any entity that directly or indirectly controls, is controlled by or is under common control with Eltemate, and, additionally includes Hogan Lovells International LLP, Hogan Lovells US LLP and any legal entity controlling, controlled by or under common control with Hogan Lovells US LLP or Hogan Lovells International LLP, as well as any entity, which provides legal services or other related services under a name or brand including the words or letters “Hogan Lovells” or “HL” or “Eltemate”. The term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or otherwise.

5.2    The Parties acknowledge that they may enter into a separate, more detailed Non-Disclosure Agreement ("NDA") specifically addressing the treatment of confidential information. In the event of a conflict between the terms of this clause and a separate NDA, the terms of the separate NDA shall prevail.

6.    DATA PRIVACY

In the course of providing the Services and/or Products we will need to process certain personal data. Further details about the processing of personal data are set out in the Data Protection Addendum (“DPA”) - found here - which forms an integral part of these Terms of Service.

7.    EXPORT CONTROL

Technology and technical data may be subject to the export control laws of the United States (such as the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR) and the Part 810 nuclear export control regulations) or similar laws of other countries. Receipt of such controlled technology and technical data by an unauthorized individual or entity constitutes an export that could require an export licence or authorisation in certain cases. Prior to providing us with any technology or technical data controlled under the regulations of the United States or other countries such as under the EAR, the ITAR, Part 810 regulations, the UK Export Control Order, and/or the EU Dual-use Regulation, you agree to provide advance written notice to us specifying the relevant export classification. You will also ensure that any export-controlled files are transferred to us using a secure file transfer application and not by email. Such notice may not be required under the laws and regulations of the United States if the technology or technical data is subject only to anti-terrorism controls under Part 742 of the EAR.

8.    WARRANTIES & DISCLAIMER

8.1    The Parties each warrant and represent that they have the right, power and authority to enter into the agreement or arrangements subject to these Terms of Service, that they will perform their obligations hereunder and grant the rights which these Terms of Service require them to grant.

8.2    We warrant that the Services and/or Products supplied under these Terms of Service shall substantially meet the requirements of any specifications which apply to those Services or Products. 

8.3    Certain of our Products utilize Artificial Intelligence (“AI”) to generate results based on data and algorithms. They may produce inaccuracies and errors. Unless specifically agreed with you in writing otherwise, we do not guarantee that the AI-generated results are accurate, up-to-date or comprehensive. You are encouraged to independently verify results and use them as decision-making aids, exercising caution. Unless specifically agreed with you in writing otherwise, we are not liable for any damages arising from false results. You must ensure data quality, comply with applicable laws, and acknowledge that AI technology evolves over time. Upon your request, we will clearly identify AI-generated content to distinguish it from non-AI-generated content, so that you can make informed decisions regarding its use. If requested, we can disclose our existing quality control measures covered by the base fees. 

8.4    Each Party warrants that it will comply with all applicable laws, regulations, orders and other requirements related to its performance of its obligations under these Terms of Service.

8.5    In the event that you discover any defects, non-compliance, or breaches of warranty in the Services and/or Products provided, you will provide written notice to us detailing the nature of the issue. We will, within a reasonable period, use our reasonable endeavors either to rectify the problem or to offer a reasonably acceptable remedy to you.

8.6    Except as otherwise set forth in these Terms of Service, we provide our Products and/or Services on an “as is” and “as available” basis, and, to the maximum extent permitted by applicable law, we expressly disclaim all warranties of any kind, whether express or implied, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement. 

9.    INDEMNITY

You agree to indemnify and hold us, our Affiliates, subsidiaries, and each of their respective officers, directors, employees, agents, and partners harmless from and against any and all claims, liabilities, losses, damages, expenses and costs arising out of or in connection with your use of our Services and/or Products where this breaches these Terms of Service or the terms of any separate agreement between the Parties, or infringes the rights of a third party.

10.    LIABILITY

10.1    Our, our directors’, our Affiliates’ and subsidiaries’ total liability to you, your directors and other personnel, and to any entity affiliated with you, whether in contract, tort, negligence, strict liability or by statute or otherwise, arising out of or relating to the provision of the Services and/or Products or any other matter described in these Terms of Service or a separate agreement between the Parties, will be limited to a sum equal to five times the amounts payable by you to us in the calendar year in which the first instance of liability arises, unless a lower limit has been agreed with you. This limitation shall not affect any liability for death or personal injury caused by our negligence, for fraud, or for loss or damage caused by gross negligence or willful intent. 

10.2    Under no circumstances shall we, our directors, our Affiliates or subsidiaries be liable to you, your directors and other personnel, and to any entity affiliated with you, or any other third party for any indirect, incidental, special, consequential or exemplary loss or damage. Such loss or damage includes, but is not limited to, damages for loss of profits, revenues, customers, data, opportunities, use or goodwill, even if the possibility of such damages has been advised to us. 

10.3    We, our directors, our Affiliates or subsidiaries will not be liable for any compensation, reimbursement, or damages arising from your inability to make use of our Services and/or Products; your expenses associated with acquiring substitute services or products; the expenditures or commitments by you related to these Terms of Service or a separate agreement between the Parties; your use of or access to the Services and/or Products; or any instances of unauthorized access to and manipulation of your data. 

11.    FORCE MAJEURE 

We shall not be liable or responsible nor be deemed to have defaulted under or breached these Terms of Service or a separate agreement between the Parties for failure or delay in fulfilling or performing any term of these Terms of Service or such separate agreement when such failure or delay is caused by or results from causes beyond our reasonable control, including, but not limited to, acts of God, fire, flood, earthquake, explosion, accident, pandemic, epidemic, war, terrorism, invasion, revolution, riot, civil disturbance, governmental action, embargo, labor strikes, labor or material shortage, telecommunication interruption or failures, transportation interruption of any kind, or any other similar or dissimilar cause beyond our control (each a "Force Majeure Event").

12.    AMENDMENTS

These Terms of Service may only be amended or modified by a written agreement signed by the Parties. Any waiver, modification, or amendment of any provision of these Terms of Service shall be effective only if in writing and signed by the Parties.

13.    SEVERABILITY

If any provision of these Terms of Service is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms of Service shall remain in full force and effect to the extent permitted by law. The invalid, illegal, or unenforceable provision shall be replaced with a valid, legal, and enforceable provision that most closely reflects the intent of the original provision.

14.    NO THIRD PARTY RIGHTS

These Terms of Service do not confer a right on a third party who is not a party to the Terms.

15.    WAIVERS

The failure by us to enforce any provision of these Terms of Service or a separate agreement between the Parties will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

16.    NOTICES

Any notice to be sent to us for the purposes of these Terms of Service should be in writing, in Dutch, English or German, addressed to the Managing Director, HLTech Legal Technology & Consulting B.V., Eduard van Beinumstraat 10, 1077 CZ Amsterdam, the Netherlands and/or HLTech Legal Technology & Consulting LLC, 555 Thirteenth Street, NW, Washington, DC 20004, United States and/or HLTech (Singapore) PTE. LTD., 50 Collyer Quay #10-01 Oue Bayfront 049321, Singapore.

17.    GOVERNING LAW AND MANDATORY ARBITRATION 

17.1    Subject to clause 17.2, the duties of the Parties under these Terms of Service, the Terms of Service itself, and all non-contractual relations resulting from the Services and/or Products provided shall be governed by Dutch law. Any disputes or claims arising out of or in connection with these Terms of Service, the Terms of Service itself, and all non-contractual relations resulting from the Services and/or Products provided and any separate agreement between the Parties shall be exclusively resolved through arbitration in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (Nederlandse Arbitrage Instituut – NAI) with the language of the arbitration being English. The decision of the arbitrator(s) shall be final and binding on both Parties. The seat of the arbitration shall be Amsterdam, the Netherlands. The arbitral tribunal shall decide and make its arbitral award(s) in accordance with the rules of law (naar de regelen des rechts). The number of arbitrators shall be one for disputes of EUR 1,000,000 or less, and three for disputes involving more than EUR 1,000,000. Parties waive any right to appeal to the Supreme Court with regard to any action for rescission of an arbitral award (vernietiging) as referred to in article 1064a (5) Dutch Code of Civil Proceedings. In the event of a dispute requiring urgent relief or conservatory measures, either party may seek such relief from any competent court. 

17.2    In the case of agreements between customers located in the United States and our US entity HLTech Legal Technology & Consulting LLC, the duties of the Parties under these Terms of Service, the Terms of Service itself, and all non-contractual relations resulting from the Services and/or Products provided shall be governed by the laws of the state of Delaware. Any disputes or claims arising out of or in connection with these Terms of Service, the Terms of Service itself, and all non-contractual relations resulting from the Services and/or Products provided and any separate agreement between the Parties shall be exclusively resolved through arbitration to the fullest extent permitted. The Parties recognize that, by agreeing to arbitration, they will be waiving any right to a jury trial and the extensive discovery rights typically permitted in judicial proceedings. Unless otherwise agreed to by the Parties or required by applicable jurisdictional requirements, the UNCITRAL Arbitration Rules in effect on the date of the Transmittal Letter shall govern the arbitration. The appointing authority shall be the American Arbitration Association (AAA). The arbitration shall be administered by the American Arbitration Association in accordance with its Procedures for Cases under the UNCITRAL Arbitration Rules. The number of arbitrators shall be one for disputes of $1,000,000 or less, and three for disputes involving more than $1,000,000. The seat of the arbitration shall be Wilmington, Delaware and the governing substantive law shall be the law of the state of Delaware, inclusive of its conflict and choice of law provisions. The Parties acknowledge that this agreement evidences a transaction involving interstate commerce and, notwithstanding the provision in the preceding sentence, any arbitration conducted pursuant to the terms of this agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16. The language to be used in the arbitral proceedings shall be English. The Parties shall, during the course of such arbitration, share the costs of such arbitration as assessed by the AAA. The Parties undertake to maintain confidentiality as to the existence of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This confidentiality provision shall survive the termination of the arbitral proceedings. The award shall be reasoned and in writing and shall be final and binding upon the Parties to the arbitration proceeding. The Parties hereby agree that they have no right to appeal the final award of the arbitration and therefore will not invoke or exercise any rights to appeal, review, vacate or impugn such award. The Arbitral Tribunal/Arbitrator shall award the prevailing party its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration. Further, if any prevailing party is required to retain counsel to enforce the award, the party against whom the award is made shall reimburse the prevailing party for all reasonable fees and expenses incurred and paid to said counsel for the need of such enforcement action. 

18.    HEADINGS FOR CONVENIENCE ONLY

The division of the Terms of Service into sections is for convenience only and shall not affect the interpretation or construction of the Terms of Service.

Date: 20 August 2024

Netherlands
HLTech Legal Technology & Consulting B.V.
Eduard van Beinumstraat 10
1077 CZ Amsterdam
Netherlands

USA
HLTech Legal Technology & Consulting LLC
555 Thirteenth Street,
NW, Washington, DC 20004
United States.

   Singapore
HLTech (Singapore) PTE. LTD.
50 Collyer Quay #10-01 Oue Bayfront
Singapore 049321
Singapore