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Further details of these entities can be found at www.dlapiper.com
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Copyright © 2014 DLA Piper. All rights reserved. |JUNE14 | DLA.PIP.958.14
START-UP PACK: TERMS AND CONDITIONS OF USE
1. Denitions and Interpretation
In these terms and conditions:
"DLA Piper" means the global law rm known as DLA Piper, operating through various separate
and distinct legal entities (including the DLA Piper Entity). Further information in respect of
these entities can be found at the Legal Notices page at www.dlapiper.com;
"DLA Piper Entity", "we" or "us" means DLA Piper UK LLP (and words such as "our" shall be
interpreted accordingly);
"DLA Piper Group" means the alliance of legal practices known as DLA Piper Group, comprising
members which are separate and distinct legal entities and which are afliated to entities
of DLA Piper but are not, themselves, entities of it. Further information in respect of these
members can be found at the Legal Notices page at www.dlapiper.com;
"DLA Piper Person" means each and all of the following and each and all of their respective
members, partners, directors, employees, representatives and agents (as the case may be):
the DLA Piper Entity;
any other entity of DLA Piper;
any member of DLA Piper Group; and
any body or entity controlled or owned by any entity of DLA Piper (including the DLA Piper
Entity) or any member of DLA Piper Group or any of their respective members, partners,
directors, employees, representatives or agents (as the case may be).
2. Scope and terms of the Start-up Pack
You should note that:
2.1 the Start-up Pack is intended as a general overview of some of the key legal issues that are
likely to be relevant to a start-up business in England and Wales and does not claim to be
comprehensive or provide specic legal advice or other advice. It is not possible to provide
comprehensive advice, whether legal or otherwise, on the matters that may apply in the
particular circumstances of your business in this Start-up Pack. Accordingly, matters which you
consider to be important, or which may otherwise be considered important, to your particular
circumstances or business may not have been addressed in the Start-up Pack, or may not have
been addressed in sufcient detail for your purposes. Consequently, the Start-up Pack cannot in
any way act as a substitute for obtaining your own legal advice and other advice; and
2.2 we have not updated the Start-up Pack since 1 June 2014 to take account of any subsequent
events or changes in law, and we have no duty or responsibility to do so.
3. By downloading and/or accessing and/or reviewing and/or using the Start-up Pack
you conrm that:
3.1 you have fully considered the provisions of these terms and conditions, have obtained such legal
advice as you consider appropriate and consider such provisions to be reasonable; and
3.2 you have read and understood these terms and conditions and you understand that they may
affect your rights or responsibilities and you agree to be bound by these terms and conditions.
4. No reliance or claims by you/any other party
4.1 You acknowledge and agree that these terms and conditions are a condition to our agreement
to provide you with access to the Start-up Pack and that neither we nor any DLA Piper Person:
4.1.1 owes or accepts any duty, responsibility or liability to you or any other party, whether in
equity, contract, tort or otherwise, in respect of the Start-up Pack or in respect of any
information contained in or derived from the Start-up Pack; and
4.1.2 shall be liable in respect of any direct or indirect losses (of whatever nature), costs,
claims, demands, expenses (including, without limitation, legal expenses) or other liabilities
incurred or suffered by you or any other party arising out of your use, or any other party's
use, of the Start-up Pack, or any information contained in or derived from the Start-up
Pack, or our provision of the Start-up Pack to you or any other party.
4.2 You agree that you will not rely on the Start-up Pack and will not bring any action, proceedings
or claim against us and/or any DLA Piper Person where such action, proceedings or claim in any
way relates to or concerns or is connected with your use, or the use by any other party, of the
Start-up Pack or any information contained in or derived from the Start-up Pack.
4.3 You acknowledge and agree that by making the Start-up Pack available to you, neither we nor
any DLA Piper Person is making any representation, statement, warranty or assurance in relation
to the accuracy or completeness of the Start-up Pack or any matters mentioned or information
contained in it.
4.4 You agree to indemnify us and each DLA Piper Person and to hold us and each DLA Piper
Person harmless against all actions, proceedings and claims brought or threatened against us and/
or any DLA Piper Person and against all direct or indirect losses (of whatever nature), costs,
claims, demands, expenses (including, without limitation, legal expenses) and other liabilities
which we and/or any DLA Piper Person incur or suffer from time to time arising out of or in
connection with your failure, or that of any other person to whom you provide a copy of the
Start-up Pack in accordance with paragraph 4 of these terms and conditions, to comply with
these terms and conditions.
5. No distribution of the Start-up Pack
5.1 Subject to paragraph 4.2, you must not copy or distribute the Start-up Pack or otherwise make
it available to any other person.
5.2 A copy of the Start-up Pack may be provided by you:
5.2.1 if and to the extent required by the laws of any relevant jurisdiction or by any securities
exchange or regulatory or governmental body to which you are subject; and
5.2.2 to any person,
provided that, in each case, you take all steps necessary to ensure that the recipient understands
and agrees that the Start-up Pack is provided to them subject to the same terms and conditions
as those set out in these terms and conditions in relation to our provision of the Start-up Pack
to you.
6. Subsequent version(s) of the Start-up Pack
You acknowledge and agree that, by making a copy of the Start-up Pack available to you, we
do not assume any duty or responsibility to provide you with any subsequent versions of the
Start-up Pack (if any).
7. No reliance on supplementary information or explanations
If we, in our absolute discretion, agree to give information and/or explanations to you and/or
your professional advisers (to whom we assume no duty or responsibility) in relation to the
Start-up Pack, you acknowledge and agree that any such information and/or explanations are
given subject to the same terms and conditions as those set out in these terms and conditions in
relation to the Start-up Pack.
8. No lawyer/client relationship with you
Our agreement to provide a copy of the Start-up Pack to you does not constitute or create
a lawyer/client relationship between us (and/or any DLA Piper Person) and you and/or those
persons to whom you make the Start-up Pack available in accordance with these terms and
conditions.
9. General
9.1 Liability
Nothing in these terms and conditions shall be applicable to the extent that it constitutes
a limitation or exclusion of liability for death or personal injury caused by negligence or
constitutes a limitation or exclusion of liability for our fraud or reckless disregard of professional
obligations.
9.2 Applicable law and jurisdiction
These terms and conditions and any dispute or claim arising out of or in connection with it, its
subject matter or formation (including, without limitation, any non contractual dispute or claim)
are governed by and shall be construed in accordance with English law, and you irrevocably agree
that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute
or claim.
9.3 Entire agreement
These terms and conditions constitute the entire agreement and understanding between us in
respect of their subject matter.
9.4 Third party rights
9.4.1 Pursuant to the Contracts (Rights of Third Parties) Act 1999, each and every DLA Piper
Person shall be entitled to the benet of and to enforce the provisions of these terms and
conditions.
9.4.2 Except as provided in paragraph 8.4.1, nothing in these terms and conditions shall confer
any rights or other benets on any third parties (whether under the Contracts (Rights of
Third Parties) Act 1999 or otherwise).
9.5 Severance
9.5.1 If any provision of these terms and conditions is or becomes illegal, invalid or
unenforceable in any respect, that shall not affect or impair the legality, validity or
enforceability of any other provision of these terms and conditions.
9.5.2 If any illegal, invalid or unenforceable provision of these terms and conditions would be
legal, valid or enforceable if some part or parts of it were deleted, such provision shall
apply with the minimum deletion(s) necessary to make it legal, valid or enforceable.