This website is owned and provided by Apperio Limited whose registered address is at Devonshire House, 60 Goswell Road, London, EC1M 7AD
In these Terms:
"we", "us", "our" or "Apperio" means Apperio Limited, a company incorporated in England and Wales under registered number 07797028, or any of its subsidiaries;
"you" or "your" refers to a Supplier or a person who applies to join the Apperio Service as a Supplier;
"Brief" means a statement detailing the work required by the Business submitted to the Apperio Service by a Business;
"Business" means a company or, in the case of an unincorporated company, a business which is registered with the Apperio Service;
"Business Days" means any day that is not a Saturday, Sunday or bank holiday;
"Commission" means the commission of 4% of the Project Fee (excluding VAT, disbursements and expenses) payable to Apperio Limited by the Supplier in accordance with clause 6 of these Terms;
"Engagement Letter" means the letter from the Supplier to the Business setting out its terms of business and fee quote in respect of a Brief;
"Apperio Service" means an internet based Apperio service enabling Suppliers to tender for Projects submitted by Businesses to the Website;
"Proposal" means a Supplier's pitch submitted to a Business in response to a Brief;
"Project" means the work carried out in accordance with a Brief by a Supplier for a Business via the Apperio Service;
"Project Fee" means the fee payable by a Business for a Project;
"Supplier" means a firm of solicitors which has been accepted as a member of the Apperio Service in accordance with these Terms;
"Supplier Account" means an account on the Website registered in the name of a Supplier;
"Supplier Information" means information and data, in any format, submitted to the Apperio Service;
"Terms" means these terms and conditions; and
"Website" means the Apperio website.
In consideration of the covenants specified below the parties for themselves, their successors, and assigns mutually agree to the following Terms:
1.1. You access and use the Apperio Service subject to these Terms and the Privacy and Cookies Policies. You are not permitted to access and use the Apperio Service if you do not agree to these Terms, Privacy and Cookies Policies. Apperio reserves the right in its sole discretion to refuse, suspend, or terminate the membership of any Supplier.
1.2. We reserve the right to amend these Terms and the Privacy and Cookies Policies from time to time without notice and with immediate effect. You should check these Terms and the Privacy and Cookies Policies whenever you visit the Website. Continued use of the Website constitutes acceptance of the Terms and the Privacy and Cookies Policies and any amendments thereto.
2. About the Apperio Service
2.1. The Apperio Service provides an independent online workplace for Suppliers to market their services to Businesses. The principal objective of the Apperio Service is to save Businesses time and money when purchasing legal services. The Apperio Service provides a platform for Businesses to receive a range of Tenders from Suppliers for legal services they require.
2.2. Use of the Apperio Service is not intended to and does not create a solicitor/client relationship between a Supplier and a Business. Establishment of a solicitor/client relationship may only occur outside the scope of the Apperio Service.
2.3. Apperio offers no legal advice, recommendations, endorsements, or legal representation of any sort. Apperio does not practice law, nor provide legal services. Nothing on this website is or shall be deemed to constitute, advice, recommendation or endorsement in respect of any service referred to on the Website. Information on the Website is provided for general information purposes only and should not be relied upon by you.
2.4. Each Business is solely responsible for making its own selection of Supplier.
2.5. Each Supplier is solely responsible for checking for conflicts of interest between the Business and other clients of the Supplier.
2.6. Apperio does not warrant the validity and accuracy of information submitted by a Business, nor does it vet, credit check or money launder a Business. It is your responsibility to credit check, money launder and vet the Business.
2.7. We aim to provide uninterrupted access to the Website but give no warranty as to the uninterrupted availability of the Website. Save in respect of any Proposal or other Supplier Information (which may only be amended in accordance with clause 3.6), we reserve the right to suspend, restrict or terminate your access to the Website at any time. We reserve the right to add, amend, delete, edit, remove or modify any information, content, material or data displayed on the Website and without notice from time to time.
2.8. Suppliers are responsible for managing their professional profiles and portfolio to make them available to Businesses. Businesses have no direct access to the Apperio Service unless specifically agreed with Apperio.
3.1. You are permitted to access and use the Apperio Service in order to Tender and utilise such other services as we may in our absolute discretion supply to you. Access and use of the Website for any other purpose is prohibited.
3.2. Operating a link to the Website is permitted provided you do so in a way that is fair and legal and does not damage our reputation as we determine. You must not operate a link to the Website that suggests any form of association, approval or endorsement by us. We can require you to remove any link to the Website immediately at any time.
3.3. You must decline, or discontinue participation in, any Project that would result in a violation of any applicable law or your obligations to third parties, or that presents a conflict of interest. In particular you shall not, in connection with any activity on the Website:
3.3.1. disclose information that you have a duty or have agreed to keep confidential (e.g. by agreement, employer policy, fiduciary duty, etc.) or that you believe to be confidential;
3.3.2. disclose any information contained in a Brief (including but not limited to the names of any parties or the nature of the transaction) to a third party;
3.3.3. disclose any trade secrets or other proprietary information not owned solely by you and which you do not have permission to disclose;
3.3.4. monitor, data-mine, or copy our web pages or any content within the Website, nor collect, archive, trade or sell any personal data, creative brief or submission or any other communication about or submitted by other users;
3.3.5. use any robot, spider, site search or retrieval application, or any other device to copy, retrieve, archive or index any portion of the Website save where properly required in connection with a Tender;
3.3.6. sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of the Website in any way for any public or commercial purpose without the prior written consent of Apperio;
3.3.7. except for information which is in the public domain or for which you have been given permission, copy, modify, transmit, distribute, perform, display, publish or sell in any form, electronic or print, any content from the Website or the names of any users; or
3.3.8. misuse the Website by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful or attempt to gain unauthorized access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website.
3.4. You take responsibility for all Supplier Information that you submit to the Website and the consequences of publishing and posting that Supplier Information. You represent and warrant that you own or have the necessary rights and licences to upload, post and distribute that Supplier Information and to authorise Apperio to use that Supplier Information in accordance with these Terms. You shall not upload, post, email or otherwise transmit any Supplier Information that infringes and/or violates the right of a third party or any law, rule or regulation, including, but not limited to (i) copyright, patent, trademark, trade secret or other proprietary rights; (ii) rights of privacy or publicity; (iii) any confidentiality obligation; or (iv) any Supplier Information that you are not authorised to upload. You are solely responsible and liable for your conduct on the Website and for your Supplier Information. By use of the Website you warrant that all Supplier Information you provide to Apperio is true, complete, accurate and not misleading where it relates to fact, or is genuinely held where it relates to an opinion. Your Supplier Information must not be harmful, fraudulent, threatening, defamatory, embarrassing, distressing, infringing, abusive, inflammatory, intimidating, harassing, libellous, stalking, profane, obscene, indecent, inappropriate, hateful, discriminatory or racially, ethnically, sexually or otherwise objectionable. Apperio does not endorse and is not responsible for your Supplier Information and does not warrant the validity and accuracy of information submitted by you to a Business.
3.5. Apperio reserves the right to modify and/or delete your Supplier Information at its discretion in whole or in part if it considers such Supplier Information to be in breach of these Terms. Apperio has no obligation to use, post, or deliver any Supplier Information you submit to the Website if and for so long as you are in material breach of these Terms, but will notify you promptly in writing (including by email) or by telephone if it deletes or declines to use, post or deliver your Supplier Information.
3.6. You undertake not to act in any way which undermines the purpose of the Apperio Service, including but not limited to posing as a Business seeking to obtain a competitor Supplier’s Tender. Apperio reserves the right to terminate your Supplier Account if you are found to be in breach of this clause 3.6.
4. Your Account
4.1. To become a Supplier and use the services available from the Apperio Service you must register for a Supplier Account. You agree to provide true, accurate and complete information as prompted by the registration form and other forms you access on the Apperio Service website, and to update such information promptly as appropriate.
4.2. You shall grant access to the Supplier Account only to persons authorised to act on your behalf and only in accordance with these Terms. You agree that you shall be fully responsible and liable for any action of any person who uses your Supplier Account.
4.3. When applying for a Supplier Account, you will be asked to choose a username and password. You are entirely responsible for safeguarding and maintaining the confidentiality of your password. You agree not to use any Supplier Account, username, or password of another Supplier without authority from the registered Supplier. You agree to notify us immediately if you suspect any unauthorised use of your Supplier Account or access to your password or the password of any user of your Supplier Account. You are solely responsible for any use by another party of your Supplier Account with your username and password as authorised by you.
4.4. When registering for a Supplier Account, you automatically authorise Apperio to use RSS feeds from any twitter profile, Linkedin profile, blog and website that the Supplier has registered under its profile for the purpose of the proper operation of the Apperio Service only.
4.5. Apperio may from time to time ask you for other information about yourself, including your ability to work on particular Projects. Such information will form part of your Supplier Information. You are solely responsible for ensuring that the Supplier Information we hold in respect of you is accurate.
4.6. Provided you are not engaged on a Project you may cancel your Supplier Account by:
4.6.1. giving 30 days written notice to us, on the expiry of which all the rights and obligations of the parties hereunder will cease but without prejudice to:
188.8.131.52. any accrued rights and obligations of the parties (including without limitation, the payment of Commission in accordance with clause 6 which will, for the avoidance of doubt, continue to apply in full; and
184.108.40.206. any other provision which is expressed to have effect after you cease to be registered for a Supplier Account or is capable of having continuing effect following you ceasing to be registered.
5. Acceptance of Proposals
5.1. If a Business wishes to receive a Proposal from you, you will receive a notification by email of the request, containing a Brief. If you wish to submit a Proposal in response to the Brief, you must do so within the time scale as set out in the Brief. If you fail to submit your Proposal you may not be considered.
5.2. Apperio makes no commitment in relation to the frequency or quantity of Briefs you will receive.
5.3. We will only charge Commission on the work you carry out for the Business. If your Proposal is not chosen, we will not compensate you for the work you have undertaken in preparing the Proposal.
5.4. A contract for a Project is made between a Business and a Supplier directly when the Business confirms its acceptance of the Supplier's Proposal and has signed an Engagement Letter with the Supplier.
5.5. The Supplier shall perform its services in relation to a Project with reasonable care and skill and to such standard as may be reasonably expected from a reasonably competent solicitor carrying out such a project.
5.6. The Supplier undertakes that it will only respond to a Brief through the Website and will not solicit the same or related work from a Business outside of the Website. Soliciting shall not include the sending of marketing and publicity material (including without limitation, briefing notes) to a Business.
6. Apperio Limited Commission
6.1. On completion of a Project, the Business will pay to the Supplier the Project Fee and the Supplier will, within 7 days of payment of the Project Fee being made by the Business to the Supplier, pay to Apperio the Commission.
6.2. Subject to clause 6.4 the Commission will be payable by the Supplier on any Projects which are undertaken via the Apperio Service.
6.3. Where a Business engages your services outside the Apperio Service, Commission will be payable by you to Apperio Limited in respect of any such work undertaken within the period of 24 months after the completion of the most recent Project for the Business. This clause does not apply where the Supplier carried out work for the Business within the 12 months prior to the commencement of the initial Project.
6.4. If the Business submits its Brief to only one Supplier and the Business accepts that Supplier’s Proposal, we will not charge any Commission on the Project Fee.
7. Limitation of Liability
Nothing in these Terms shall operate to exclude or limit any person's liability for:
7.1. death or personal injury caused by that person's negligence;
7.2. fraud; or
7.3. any other liability which cannot be excluded or limited under applicable law.
The relationship between Supplier and Apperio shall be that of independent contractors and nothing in these Terms shall render either an employee, agent or partner of the other and neither shall hold itself out as such.
9. Supplier Information Submitted to Apperio
You retain ownership of and all copyright and other intellectual property rights in any Supplier Information that you submit to Apperio. You further grant Apperio the right to use, distribute, reproduce, publish, reprint, and publicly display the updates of the twitter account you submitted when registering as a Supplier, as well as updates from your LinkedIn profile and content from your blog and websites (including but not limited to your trading name and logo), that are associated to your Supplier profile for the purpose of the proper operation of the Apperio Service.
10. Reservation of Rights
Apperio and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to Apperio, the Website and the Apperio Service. The Apperio logo and name are trademarks of Apperio, and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on Apperio, the Website and the Apperio Service may be the trademarks of their respective owners.
11. Confidentiality, Privacy and Use of Supplier Information
11.1. We are committed to protecting your privacy which we treat seriously. We process information about you in line with our Privacy and Cookies Policies. By using the Website, you agree to the way in which we process and deal with your personal information. We may disclose your personal information or access your account if required to do so by law, any court, or applicable regulatory, compliance Governmental or law enforcement agency, but will promptly tell you if we are required to make such disclosure unless we are prohibited by law from so doing.
11.3. Tenders will only be visible to the Business and the operatives of Apperio and will not be shared with any other Supplier.
12. Entire Agreement
No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right nor will any single or partial exercise by either party of any right preclude any further exercise of any right.
14. Governing Law
These Terms and your access to and use of the Apperio Service shall be governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales in connection with these Terms and your access to and use of the Apperio Service.