These terms of service (“Terms“) are between you / the entity which you represent (hereinafter referred to as “you“) and Oldham, Li &Nie (a firm) (hereinafter referred to as “We or we“, “Us or us“, or “Oldham, Li &Nie“) and govern your use and access to our services, including our website (our “Site”), our email notifications, and any document, information or content appearing, provided or generated therein (collectively our “Digital Services“), regardless of whether you are a paid user or a non-paying visitor. 

These Terms are supplemented by our Privacy Policy, which explains how we collect and use your personal information, our Payment Terms, which sets out how you will pay for our Digital Services, and our Acceptable Use Policy , which outlines your responsibilities when using our Digital Services.

If you have signed a separate engagement letter with us (your “Engagement Letter“) in respect of the provision of legal advice and services (together “Law Firm Legal Services“), you should also be sure you understand the terms of that agreement and the Law Firm Legal Services that we will provide to you in accordance with that Engagement Letter.

By using our Digital Services, you agree to be bound by these Terms, our Privacy Policy, Payment Terms, and Acceptable Use Policy. If you or the entity which you represent have agreed to engage us to provide Law Firm Legal Services by way of an Engagement Letter, you are, by using our Digital Services, reconfirming your understanding of the terms of such Engagement Letter. If you are using our Digital Services as a representative of an entity, you are agreeing to these Terms, our Privacy Policy, Payment Terms and Acceptable Use Policy on behalf of that entity, and represent and warrant to us that you are duly authorised to bind such entity.

1. Our services

1.1 Nature of the Digital Services

OLN Online is a cloud-based legal software service for businesses to create, manage, sign, and store legal and business documents. The technology for these Digital Services is provided by Zegal (“Zegal“). Zegal is not a law firm. Zegal is a technology company and does not perform the services of a law firm or a solicitor, nor can Zegal represent you or act on your behalf in any contentious or non-contentious matters. You must bear in mind that our Digital Services (and your use of our Digital Services) are not intended to be a substitute for legal, accounting, business, tax, or other professional advice or services.

Zegal is a technology company. Zegal is not a law firm and Zegal does not give legal advice. Nothing on our Site or OLN Online should be construed as offering or giving any legal advice. You will only receive Law Firm Legal Services directly from Oldham, Li &Nie if you sign an Engagement Letter with Oldham, Li &Nie.

1.2 Our Site

We strive to keep the information provided in our Site accurate and up to date. However, because laws and regulations and their interpretation and commercial practices are constantly changing, we cannot guarantee that all information in our Site is entirely current, complete or up to date.

The information and tools we provide is for general use only and does not in any way constitute a definitive or complete statement of law.

1.3 Our Documents

While we strive to give you as many practical options as possible when creating documents, we cannot cover all possible situations and therefore we cannot guarantee that the documents created will fit all circumstances.

We cannot guarantee that the documents created or generated by our Site, with the input you have given or with any offline changes you have made after generating the document in our Site, will be fit for its intended purposes, legally sound and enforceable, or free from liabilities. You must also bear in mind that contractual terms are subject to interpretation which may differ from case to case based on factual circumstances. If you are in doubt as to your contractual rights or obligations, you must consult a suitably qualified lawyer.

1.4 Customer Service

Technical and service support will be provided by Zegal’s customer service team, who may communicate with you via live chat, email, phone call, or other means. You must bear in mind that Zegal is a technology company and no part of that communication with you is legal advice.

1.5 Integrations

OLN Online integrates with third-party software to provide a full suite of functionalities to our users. While we take into account industry standards, security level, and functionalities in choosing our integration partners, we are not, and you shall not hold us, responsible or liable for any issues or losses which you may encounter or incur arising from or in relation to the use of any third-party software. Your access and use of third-party software are governed by the terms of service or user agreements of such third-party software. We shall under no circumstances be a party to any terms of service or user agreements between you and providers of such third-party software.

2. Changes to our Service

2.1 We may at any time, without prior notice, suspend or discontinue any feature, plan or any part of our Digital Services, including the support for certain devices or platforms. We reserve the right to change or alter our Digital Services at any time without prior notice.

3. Beta Services

3.1 We may release and make available to you products and features that we are still testing and evaluating (“Beta Digital Services“). These Beta Digital Services are marked “beta”, “preview”, “pilot”, “early access”, or “trial” (or with any words or phrases with similar meanings).

3.2 You acknowledge and agree that:

(a) Beta Digital Services may not be as stable or reliable as our other Digital Services, may not be fully supported and may be subject to additional terms that may be presented to you;

(b) Beta Digital Services are provided on an “as-is” and “as available” basis without any warranty, support, maintenance, storage, service-level agreement or indemnity obligation of any kind;

(c) we may discontinue any Beta Digital Services at any time at our sole discretion; and

(d) any Beta Digital Services (including the existence of) may be considered confidential information and you will not disclose (including, but not limited to, in a press release or public statement) any information about, involving or regarding Beta Digital Services (including the existence of), except as agreed by us in writing.

4. Accessing our services/ Availability

4.1 While Oldham, Li &Nie and Zegal will make every reasonable effort to ensure that our Digital Services are always available, our Digital Services may be interrupted and/or your access to our Digital Services may be impaired or disabled, in whole or in part to any of the following circumstances:

(a) Force Majeure Events;

(b) maintenance, repairs, and upgrades;

(c) any actual or attempted cyber-attacks, denial of service attacks or other malicious intrusions into our systems or networks;

(d) internet service provider failures or delays, network or equipment failures; or

suspension or termination of your account in accordance with these Terms.

4.2 We shall not be held responsible or liable, and you shall release us from all responsibilities and liabilities in the event and for the period your ability to access or use the Digital Services is interrupted, impaired or disabled due to the circumstances set out in Clause 4.1. 

4.3 Neither Oldham, Li &Nie nor Zegal guarantee that the Digital Services will be free from bugs or viruses. You are responsible for configuring your information technology, operating system, computer programmes, and platform in order to access our Site. You shall be responsible for procuring your own virus protection software.

4.4 In these Terms, “Force Majeure Event” means circumstances that are unavoidable, beyond a party’s reasonable control (whether or not reasonably anticipated), and which renders impossible the performance of any material obligation or the exercise of any material right under these Terms by either of the parties including without limitation:

(a) acts of God, flood, fire, earthquake, or explosion;

(b) pandemic, onset of infectious diseases, issuance of quarantine or other prohibition or restrictive orders by any governmental or public authority;

(c) war, terrorism, invasion, or act of insurgency;

(d) national or regional emergency;

(e) strikes, labour stoppages or slowdowns or other industrial disturbances, riot or other civil unrest;

(f) embargoes or blockades, or passage of a law or any action taken or regulations imposed by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition;

(g) any complete or partial government shutdown; or

(h) national or regional shortage of adequate power or telecommunications or transportation.

5. Your Account

5.1 You must register an OLN Online account in order to access and use the Digital Services.

5.2 In registering for an OLN Onlineaccount, you must provide truthful, complete, and accurate information as may be required by us, and keep such information up-to-date.

5.3 You shall be solely responsible for maintaining the security and confidentiality of your account credentials. You are advised to use a strong password, i.e. a password that uses a combination of upper and lower case letters, numbers, and symbols. If you believe there has been an unauthorised use of your account, you must inform us immediately.

5.4 You shall be responsible for all activities that occur using your account and the results of such use, regardless of whether the activities are authorised by you or undertaken by you.

5.5 Each registration of an account is for a single user only. You must not share your account credentials or give others access to your account. If and when we detect that a login has been used by multiple users, we will treat this as a serious breach of security and/or fair usage terms, and we may suspend or terminate your account.

5.6 We also have the right to disable your account, whether temporarily or permanently, at any time without prior notice, if we believe you are in breach of these Terms.

6. Your licence to use our Digital Services

6.1 Subject to your compliance with these Terms and provided you have an active subscription, we give you a worldwide, limited, non-exclusive, non-assignable, non-transferable, and revocable licence to use our Site and OLN Online solely to access the Digital Services.

6.2 All rights, whether now existing or which may hereafter come into existence, with respect to or in relation to the Digital Services in all countries of the world which are not specifically granted to you, are reserved exclusively by us.

7. Fair Usage Limit

7.1 Without prejudice to any other Terms, we and Zegal reserve the right to suspend or terminate your account if:

(a) we believe that you are not using our Site or OLN Online in a way that is consistent with your own business use, or

(b)we suspect that you are in any way connected with a competitor or a potential competitor of Oldham, Li &Nie or OLN Online, wherever based, and regardless of whether or not Oldham, Li &Nie or OLN Onlineoperates in that jurisdiction.

8. Our Rights

8.1 All copyright, patents, trademarks, trade secrets and other intellectual property rights subsisting in the Digital Services (including any Beta Digital Services and documents created or generated through OLN Online) belong to us or have been lawfully licensed to us for use in connection with the Digital Services. All rights under applicable laws are hereby reserved. Nothing herein or otherwise shall be construed as an assignment or transfer of any intellectual property rights in the Digital Services (including any Beta Digital Services and documents created or generated through OLN Online) to you.

8.2 You must not copy, upload, post, publish, reproduce, transmit, or distribute any content or component of our Site in any way, or create any derivative works with respect to any such content or component.

8.3 You shall not use any proprietary notice (including any notice of copyright and trademark) of Oldham, Li &Nie or Zegal for any advertising, publicity or other commercial purposes without the prior written consent of the relevant party, which shall be given at such party’s sole discretion.Without prejudice to the foregoing, you shall not:

(a) use the name of Oldham, Li &Nie or any of its subsidiaries, affiliates, partners, officers, employees, agents, or representatives;

(b) issue any press release or otherwise publicise or disclose (i) the existence of, (ii) the terms or conditions of, or (iii) any information related to, your Engagement Letter with us (if applicable); or

(c) make any association with or reference to Oldham, Li &Nie or any of its subsidiaries, affiliates, partners, officers, employees, agents, or representatives,

in any way for any purposes, including without limitation in any publicity materials, or advertising or marketing collaterals, without our prior written consent, which shall be given at our sole discretion.

8.4 You shall grant us a worldwide, non-exclusive, non-transferable, non-assignable, perpetual, irrevocable and royalty-free licence to:

(a) use and display the name, logos, trademarks or any other intellectual property rights of the entity you represent on our website and related marketing assets and identify you as our customer. To the extent that such name, logos, trademarks, or any such intellectual property rights are owned by a person other than yourself, you represent and warrant that you have entered into such arrangements with such persons as may be required for the grant of such rights and licenses to us;

(b) use and publish your testimonials, Feedback, and case study in publications, presentations and marketing assets created by us; and

(c) include you as our reference in our quotations, bidding documents, tender documents, submissions for accreditations or awards or other documents of a similar nature.

9. Your Content

9.1 You retain your rights (including your intellectual property rights) to any information or content that you submit, post, or display on our Site (“User Content“). By submitting, posting, or displaying such User Content, you grant us a worldwide, non-exclusive, transferable, royalty-free licence (with the right to sub-license) to use, process, backup, transfer, copy, modify, or publish such User Content in any format, media or through any distribution channels for the purpose of providing you with access to or use of the Digital Services, subject to our Privacy Policy.

9.2 Any document that you create, store, and e-sign on OLN Onlineis stored in encrypted form on disk and securely transmitted with TLS/SSL encryption. All your conversations with us on live chat are secured during transmission using TLS/SSL encryption. A small number of our personnel have limited, need-only access to your customer data, and may only access your customer data to service a request from you.

9.3 Please note that the metadata of User Content (i.e. content that has been entirely stripped of any identifiers) may be used internally by us to continually improve user experience or improve our products.

9.4 We will never use or disclose your User Content in any way without your specific consent (unless we are required by applicable laws or regulations or at the request of government, law enforcement or regulatory authorities or officials to do so).

10. Copyright Policy

10.1 We respect intellectual property rights of others and ask that you do too. In the event of suspected copyright infringement, please email us at info@oln-online.com. We will respond to notices of alleged copyright infringement that comply with applicable legal requirements and properly provided to us.

11. Feedback

11.1 We value and welcome feedback on our Digital Services and any suggestions on how we can improve. You acknowledge and agree that we are free to use, disclose, adopt, and/or modify any feedback and information (including any ideas, concepts, proposals, suggestions or comments) provided by you to us in connection with the Digital Services and/or your use of the Digital Services (“Feedback“) , and hereby agree to waive any rights to claim for any fees, royalties, charges or other payments or attribution in relation to our use, disclosure, adoption, and/or modification of any of your Feedback.

11.2 For the avoidance of doubt, the foregoing shall not create or imply any obligation on our part to use, disclose, adopt, and/or modify any Feedback.

12. Limitation on Liabilities

To the fullest extent permitted by law, Oldham, Li &Nie and its affiliates, partners, officers, employees, agents, representatives and licensors (collectively, “Oldham, Li &NieEntities“) and (in respect of the technology used to provide the Digital Services, Zegal and its holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, and licensors (collectively, “Zegal Entities“)) expressly limit their liabilities in connection with or arising out of the provision of the Digital Services as follows. The laws of some jurisdictions may not allow the disclaimers in this clause; if you are subject to such laws, the disclaimers (or such part of the disclaimers which are not permitted) will not apply to you.

12.1 No Assurance

We strive to provide the best services, but there are certain things that we cannot guarantee. The Digital Services (including all content and documents provided in or generated by OLN Online) are provided on an “as is” and “as available” basis, and with all faults. No assurance, representation, or warranty of any kind is made, whether express or implied, about the Digital Services (including any Beta Digital Services). In particular, Oldham, Li &NieEntities and Zegal Entities expressly disclaim any warranties of merchantability or fitness for a particular purpose and non-infringement of our Digital Services (including any Beta Digital Services).

While we make every effort to ensure the quality of our Digital Services, the Oldham, Li &NieEntitiesand Zegal Entities make no representation and give no assurance or warranty that:

(a) the information or content provided as part of our Digital Services will be entirely accurate, complete, correct and up to date;

(b) the documents generated as part of our Digital Services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose, or legally sound;

(c) our Digital Services are free from bugs or viruses;

(d) your correspondence with us will be free from interception, corruption, error, delay, or loss;

(e) access to our Digital Services will always be available or uninterrupted;

(f) our Digital Services will meet your requirements or sufficiently address your needs in any specific circumstances;

(g) use of our Digital Services will achieve any particular result; or

(h) the results that arise from the use of our Digital Services will meet your expectations.

You must exercise and rely solely on your own skill and judgement in your use of the Digital Services, including your interpretation or use of the information, content or documents provided to you as part of the Digital Services.

12.2 Limitation of Liabilities

Neither we nor Zegal exclude or limit our liability to you where it would be illegal to do so – this includes any liability of any Oldham, Li &NieEntityor Zegal Entity for fraud or making fraudulent misrepresentation in providing the Digital Services.

In countries where the following types of exclusions are not allowed, we will be responsible to you only for the losses and damages that are a reasonably foreseeable result of our failure to use reasonable care and skill or our breach of contract with you. This clause does not affect any consumer rights that cannot be waived or limited by way of contract or agreement.

In countries where exclusions or limitations of liabilities are allowed, no Oldham, Li &NieEntityor Zegal Entity would be liable for:

(a) any indirect, special, incidental, punitive, exemplary, or consequential losses or damages; or

(b) any loss of profit, business, reputation, or data,

arising out of the use of, or the inability to use, our Digital Services. These exclusions or limitations apply regardless of whether or not any Oldham, Li &Nie Entity has been advised or notified of such losses or damages.

If you use the Digital Services for any purpose other than your own commercial use (including for re-sale, which is not permitted under the Acceptable Use Policy), none of the Oldham, Li &NieEntities or Zegal Entities will be liable to you for any loss of profit or business, business interruption, or loss of business opportunity.

Oldham, Li &NieEntities or Zegal Entities are not responsible for the conduct of any user of the Digital Services, whether online or offline.

Other than the types of liabilities we cannot limit by law, the liabilities of the Oldham, Li &NieEntities or Zegal Entities to you are strictly limited to the amount you have paid to OLN Online (if any) for the Digital Services under the current term of your service plan.

13. Your Representation and Warranty

13.1 Our Digital Services are not intended for and may not be used by minors. By using our Digital Services, you are representing to us that ‘you are an adult and that you can legally enter into contractual agreements. If you are using the Digital Services on behalf of an entity, by using our Digital Services you represent and warrant that you have the necessary rights and authority to agree to these Terms, our Privacy Policy, Payment Terms and the Acceptable Use Policy on behalf of that entity.

14. Indemnity

14.1 You agree to indemnify and hold Oldham, Li &Nie and Zegal harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from (i) your breach of these Terms, (ii) your use of our Digital Services and/or (iii) any misrepresentation made by you. You also agree to fully co-operate with us and/or Zegal as the case may be in the defence or settlement of any claim in relation to or arising out of our Digital Services or these Terms.

15. Changes to these Terms

15.1 We may revise these Terms from time to time in order to reflect the latest improvements or enhancements made to our Digital Services or latest changes in applicable laws or regulations. If we make any material changes to these Terms, we will notify you by notification on our Site or by email to the email address registered with us. If you do not agree to any revised Terms, you should cancel your subscription. By continuing to use our Digital Services after the changes come into effect, you agree to be bound by the revised Terms.

16. Termination

16.1 These Terms will continue to apply until your account is terminated by you or us.

16.2 You may stop using our Digital Services at any time, but you will not be re-credited for subscription fees you have paid in advance, nor will your subscription fees be refunded or carried forward. If you have entered into a fixed period subscription, you remain liable to pay all the subscription fees for the remainder of such period. If you do choose to stop using your account, it can be restarted at any time, provided you have an active subscription or have paid the relevant subscription fees for restarting your account.

We reserve the right to suspend or terminate your account and your access to the Digital Services if:

(a) you are in serious or repeated breach of these Terms (including failure to make proper payment to us when due);

(b) you are using the Digital Services in a manner that would cause a real risk of harm or loss to us, other users, or the public;

(c) we are requested to do so by Zegal;

(d) we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations, or legal processes; or

(e) our provision of the Digital Services to you is no longer possible or no longer considered by us to be viable.

16.4 If your account and access to the Digital Services have been terminated,

(a) we will notify you by the email address associated with your account or at the next time you attempt to access your account unless we are prohibited from notifying you by law;

(b) you shall download, backup or otherwise remove any documents which you have stored on OLN Online within such period of time as is informed to you by us, provided that we shall be entitled to make your access to such documents conditional upon your payment of any outstanding monies to us;

(c) all licenses and rights granted to you under these Terms shall also terminate immediately; and

(d)any amounts due and owing by you will be due and payable immediately.

16.5 Termination of your access or these Terms shall not affect any accrued rights or liabilities of you or us.

16.6 Termination of your access is irreversible, and after your access has been terminated, beyond the period as described in Clause 16.4(b), we would not be able to, and shall have no obligation to, restore or provide you with any documents which you had generated or stored on OLN Online, or records or functions that had existed prior to such termination.

16.7 Upon termination of your account and access, these Terms will also terminate except for the clauses intended to survive termination of these Terms (whether express or implied) including Clause 8 (Our Rights), 9 (Your Content), 11 (Feedback), 12 (Limitation on Liabilities), 13 (Your Representation and Warranty), 14 (Indemnity), 16 (Termination), 17 (Waiver and Severability), 19 (Dispute resolution), and 20 (Governing law).

16.8 We will report any breach of these Terms or the Acceptable Use Policy to law enforcement or regulatory authorities where we think fit, and we will co-operate with such authorities accordingly, including but not limited to disclosing your identity and providing any information about you within our systems to them.

17. Waiver and Severability

17.1 Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting our intent as closely as possible.

18. Assignment of rights

18.1 You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our holding company, affiliates, or subsidiaries, or to any successor in interest of any business associated with the Digital Services.

19. Dispute Resolution

We wish to address your concerns without going through a formal legal process. Before filing a claim against Oldham, Li &Nie or Zegal, you agree to try to resolve the dispute informally by contacting info@oln-online.com by email to provide details of your concerns in writing. We will respond to you by email as soon as practicable; however a lack of response shall not be deemed to constitute any acquiescence or waiver. Oldham, Li &Nie and/or Zegal will use reasonable endeavours to try to resolve the dispute informally within thirty (30) days of receipt of your email setting out your concerns (“Negotiation Requirement“). If the dispute is not resolved within such a period, and you still wish to commence proceedings against Oldham, Li &Nie or Zegal, you unconditionally and unequivocally submit to the exclusive jurisdiction of the courts of Hong Kong.

You agree that, by entering into these Terms, you and Oldham, Li &Nie and Zegal are each waiving the right to bring an action in a court of law, unless you have first complied with the Negotiation Requirement. If you bring any action in breach of the Negotiation Requirement, you expressly agree that your action is in breach of these terms and an abuse of process. You therefore further agree and consent to us striking out your action or staying the same, with costs to be paid to us on an indemnity basis.

20. Governing Law

20.1 These Terms and our Payment Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

21. Contact

If you have any question about the Digital Services or these Terms, please contact us by email at info@oln-online.com.