1. Introduction
1.1 These Terms and Conditions (“Terms”) govern the use of the 7 Point Contract Review service (“Service”) provided by IOLIS Ltd (“Company”, “We”, “Us”, “Our”). By engaging the Service, the purchaser (“Client”, “You”, “Your”) agrees to be bound by these Terms.
1.2 The Service is provided subject to Your acceptance of these Terms. If You do not agree to these Terms, You must not use the Service.
2. Scope of Service
2.1 The Service consists of a review and analysis of a contract submitted by the Client, focusing on seven specified areas: Clarity & Precision, Scope of Services & Payment Terms, Termination & Severability Clauses, Confidentiality, Non-Compete, & Survival Clauses, Indemnity, Liability, & Risk Management, Dispute Resolution & Governing Law, and Entire Agreement, Force Majeure, & Other Essential Clauses.
2.2 The Service is limited to providing general comments and suggestions based on the content of the submitted contract. The Service does not constitute legal advice, and no attorney-client relationship is formed by the use of this Service.
3. Limitation of Liability
3.1 To the fullest extent permitted by law, IOLIS Ltd shall not be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to, loss of profits, revenue, or data, or any other damages arising out of or in connection with the use of the Service, regardless of whether the Company has been advised of the possibility of such damages.
3.2 IOLIS Ltd shall not be liable for any errors, omissions, or inaccuracies in the review provided, nor for any actions taken or not taken by You based on the information provided in the review.
3.3 You agree to indemnify, defend, and hold harmless IOLIS Ltd, its directors, officers, employees, agents, and affiliates, from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from Your use of the Service or Your breach of these Terms.
4. Disclaimer of Warranties
4.1 The Service is provided “as is” and “as available”, without any warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
4.2 IOLIS Ltd does not warrant that the Service will meet Your requirements or expectations, be error-free, or be available at any particular time or location.
4.3 IOLIS Ltd makes no representations or warranties regarding the legal efficacy, completeness, or appropriateness of the review provided, and does not guarantee any particular outcome as a result of the use of the Service.
5. Governing Law and Dispute Resolution
5.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.
5.2 Any disputes arising out of or in connection with these Terms shall be resolved exclusively through binding arbitration conducted in London, England, under the rules of the London Court of International Arbitration (LCIA).
5.3 Notwithstanding the foregoing, IOLIS Ltd reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the misuse of its intellectual property or confidential information.
6. Confidentiality and Intellectual Property
6.1 The information provided by You in connection with the Service shall be treated as confidential. However, You acknowledge and agree that IOLIS Ltd may retain anonymised copies of the reviewed documents for internal quality assurance and training purposes.
6.2 All intellectual property rights in the materials, methodologies, and information provided as part of the Service shall remain the exclusive property of IOLIS Ltd.
7. Entire Agreement and Severability
7.1 These Terms constitute the entire agreement between You and IOLIS Ltd regarding the use of the Service and supersede all prior agreements or understandings, whether written or oral, relating to the Service.
7.2 If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified to the extent necessary to make it valid, legal, and enforceable.
8. Modification of Terms
8.1 IOLIS Ltd reserves the right to modify these Terms at any time without prior notice. Any changes will be effective immediately upon posting of the revised Terms on Our website.
8.2 Your continued use of the Service following the posting of revised Terms constitutes Your acceptance of the changes.
9. Force Majeure
9.1 IOLIS Ltd shall not be liable for any failure or delay in performance of the Service due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, labour disputes, or other events of force majeure.
10. Termination
10.1 IOLIS Ltd reserves the right to terminate or suspend the Service at any time without notice if You breach any of these Terms or for any other reason in its sole discretion.
10.2 Upon termination of the Service, all provisions of these Terms that by their nature should survive termination shall survive, including, without limitation, the Limitation of Liability, Disclaimer of Warranties, and Governing Law and Dispute Resolution clauses.