1 Who we are
1.1 Brodies LLP is a limited liability partnership (incorporation no: SO300334) incorporated under the Limited Liability Partnership Act 2000 and having its registered office at 15 Atholl Crescent, Edinburgh EH3 8HA, Scotland, UK. Brodies LLP is regulated by the Law Society of Scotland. A list of all members of Brodies LLP is available at its registered office at the address given above.
2.1 In these Terms (these "Terms"):
2.1.1 "BResourceFull Workbox" means the service we provide which is more particularly described in paragraph 4 below;
2.1.2 “BResourceFull Workbox Contract” means:
the express terms and conditions that we may agree with you or your organisation in any BResourceFull Workbox Order Form;
- the BResourceFull Workbox Terms of Service; and
- these Terms.
2.1.3 “BResourceFull Workbox Order Form” means the agreement in writing between us and you (or your organisation), pursuant to which we agree to provide BResourceFull Workbox to you (or your organisation);
2.1.4 “BResourceFull Workbox Terms of Service” means the terms of service under which Brodies LLP makes BResourceFull Workbox available to you or your organisation;
2.1.5 “BResourceFull Workbox Materials” means guidance notes, contracts, letters, policies, forms, checklists, template clauses, agreements, blogs, e-bulletins, and related commentaries and other content which we make available through BResourceFull Workbox;
2.1.6 "Content" refers to any content, documentation or materials that you or any other member of your organisation asks us to upload to the Your Documents section of the Site;
2.1.7 “Brodies LLP” is referred to as "Brodies" and "we" or "us" and "our" have the corresponding meaning;
2.1.8 "SecureID" refers to a BResourceFull Workbox user ID and password;
2.1.9 "Site" means the secure site which we host and provide to you in terms of BResourceFull Workbox, which is currently accessed via https://bresourcefull.brodies.com/;
2.1.10 "User" means any permitted user of BResourceFull Workbox who has been issued with a SecureID by us; and
2.1.11 "you" means the individual using BResourceFull Workbox and "your" has the corresponding meaning.
2.2 In these Terms:
2.2.1 any reference to "writing" includes notification by e-mail or by displaying a notice on the System;
2.2.2 the singular includes the plural and vice versa;
2.2.3 "notification" and "notified" includes notification by e-mail or by displaying a notice on the System; and
2.2.4 the terms "including" and "includes" shall not be limited by the words that follow.
3 Application of these Terms
3.1 These Terms regulate the basis upon which we permit you to use BResourceFull Workbox as a User. They are a legal agreement between us and you and can only be modified with our written consent.
3.2 If you do not agree to these Terms then you should not use (or attempt to use) BResourceFull Workbox and you must ensure that no one under your direction or control uses BResourceFull Workbox.
3.3 These Terms do not apply to the provision of legal services by us to you (or your organisation, if applicable). The provision of legal services by us is governed exclusively by Brodies' general terms of business for the provision of legal services.
3.4 These Terms are supplemental to the BResourceFull Workbox Order Form and the BResourceFull Workbox Terms of Service. The BResourceFull Workbox Order Form and BResourceFull Workbox Terms of Service shall take precedence over these Terms in the event of conflict or inconsistency.
4 Description of BResourceFull Workbox
4.1 BResourceFull Workbox is an information service that provides you with browser-based access to information and guidance on employment law issues that arise in day to day HR management. It also provides access to a bank of basic templates that you can tailor to meet the specifics of your particular business or situation.
4.2 Allowing you to use BResourceFull Workbox does not constitute the provision of legal advice by us to you or your organisation.
4.3 You are solely responsible for any Content that you ask us to upload on to the Site. We are not obliged to check or monitor Content before or after uploading it to the Site.
4.4 BResourceFull Workbox is provided on an "as is" and "as available" basis. We will try to ensure that any planned maintenance of the System takes place only between 2000 and 0800 Monday to Friday, or between 1800 on a Friday and 0800 on a Monday.
4.5 We are not responsible for problems with internet traffic or for any other factors beyond our reasonable control which prevent or otherwise detrimentally affect access to BResourceFull Workbox.
4.6 In order to use BResourceFull Workbox you will require supported web browser software. To be clear, we are not responsible for providing that software or that access.
5 Secure IDs and Authorised Users
5.1 You must provide accurate and up-to-date information when registering for the Site. We reserve the right to suspend or terminate your status as a User if you fail to do that or if we have reasonable grounds to suspect that you have failed to do that.
5.2 You must not disclose all or part of your SecureID to anyone else and/or allow anyone else to access BResourceFull Workbox using a Secure ID. You must take reasonable precautions to prevent anyone else becoming aware of all or part of your Secure ID.
5.3 If you know or suspect that anyone else knows your SecureID, you must inform us immediately, by sending an email to email@example.com to allow us to cancel your SecureID and (subject to our other rights under these Terms) issue you with a new one.
5.4 You must tell us if you are leaving the organisation that you were working for when you became a User, so that we can cancel your SecureID and terminate your User status.
6 Your use of BResourceFull Workbox
6.1 You may use BResourceFull Workbox to download, print, and copy the BResourceFull Workbox Materials for the purposes of using them in the course of your business or that of your organisation. Your right to use the BResourceFull Workbox Materials does not permit you to allow anyone else to use them (other than anyone working for the same organisation as you), whether in return for payment or not, or otherwise to commercially exploit them, in whole or in part.
6.2 In particular, when using BResourceFull Workbox and/or the Content you will not (and you will not attempt to, or permit, instruct or assist anyone else to):
6.2.1 do anything unlawful, immoral or improper;
6.2.2 upload, store, transmit, distribute, redistribute or otherwise make available, any material that is racist, defamatory, pornographic, sexually explicit, threatening or otherwise offensive, abusive or illegal or which in our opinion may be construed as such;
6.2.3 do anything which jeopardises or impairs (or which could reasonably be expected to jeopardise or impair) the operation of BResourceFull Workbox and/or any of Brodies' information technology systems;
6.2.4 do anything that damages or impairs (or which could reasonably be expected to damage or impair) the reputation of Brodies, its partners or staff and/or the services that it offers; and/or
6.2.5 infringe the intellectual property rights or other rights of any nature whatsoever of Brodies or of any third party.
7 Intellectual Property Rights
7.1 Nothing in these Terms shall grant you any title to any intellectual property rights of Brodies or third parties. All intellectual property rights in BResourceFull Workbox and the Site including (but not limited to) their design, text, graphics, know-how, the selection and arrangement thereof and all software compilations, underlines, source code, software, databases and content, including the BResourceFull Workbox Materials are owned by, or validly licensed to, Brodies.
8 Access to Information
8.1 BResourceFull Workbox is a hosted service and accordingly we will host and retain (and to the extent necessary for us to provide BResourceFull Workbox, you hereby grant us all necessary rights and licences to use): (a) the Content; (b) your User details (including your Secure ID); and (c) details of your use of BResourceFull Workbox.
8.2 We may access the Content from time to time but will only do so for the purposes of providing BResourceFull Workbox to you, communicating with you in relation to the Content or otherwise on your instruction.
8.4 You also acknowledge and agree that Brodies shall be entitled to use any data generated by your use of BResourceFull Workbox for statistical, analytical and marketing purposes. We will take steps to anonymise that data before sharing it with any third parties.
10 Term and termination
10.1 Subject to the following provisions of this paragraph 10, you are permitted to use BResourceFull Workbox for such period as a subscription to BResourceFull Workbox is in place with you (or, where applicable, your organisation) in terms of a valid and subsisting BResourceFull Workbox Contract.
10.2 We may suspend or terminate your right to access BResourceFull Workbox with immediate effect, by informing you in writing, in the event that you commit a material breach of these Terms.
10.3 We may terminate your User status, by informing you to that effect, if we decide, at our entire discretion, to cease to provide BResourceFull Workbox.
10.4 Please note that termination of your User status will not, in itself, bring an end to your subscription to receive e-bulletins or blogs or any other consent which you have given to receive information about seminars or other events or services from Brodies. If you wish to unsubscribe or to withdraw any such consent, please inform us by sending an email to firstname.lastname@example.org
11.1 Where these Terms require us to inform you in writing of something, we are entitled (but not obliged) to use email for these purposes.
11.2 You may not transfer your rights or obligations under these Terms or sub-contract your obligations or sub-license your rights under these Terms save as expressly permitted by (and on the terms contained in) these terms.
11.3 We reserve the right to change these Terms at any time at our discretion, by publishing an amended version of these Terms on the BResourceFull Workbox website (url http://bresourcefull.brodies.com/). If the changes are significant, we will provide a more prominent notice, including, for example, notification by e-mail.
11.4 If any provision of these Terms is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision will be severed and the remainder of the provisions hereof will continue in full force and effect.
11.5 Save as expressly provided otherwise herein, these Terms constitute the entire understanding between us relating to BResourceFull Workbox and other matters set out in these Terms, and supersede all prior representations, writings, negotiations or understandings with respect thereto, except in respect of any fraudulent misrepresentation.
12 Governing law and jurisdiction
12.1 Scots law will apply to these Terms, notwithstanding the jurisdiction where you are based. You irrevocably agree that the Scottish courts will have exclusive jurisdiction to settle any dispute which may arise out of, under or in connection with these Terms and for those purposes irrevocably submit all disputes (including non-contractual disputes or claims) to the exclusive jurisdiction of the Scottish courts. The place of performance of the agreement made on these Terms will be Scotland.