2. YOU AND/OR YOUR ORGANISATION WILL BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS (THESE TERMS) WHEN THE THOMSON REUTERS FOUNDATION CONFIRMS YOUR MEMBERSHIP OF TRUSTLAW IN WRITING. YOUR APPLICATION AND THESE TERMS WILL FORM PART OF A BINDING CONTRACT BETWEEN YOUR ORGANISATION AND THE THOMSON REUTERS FOUNDATION.
PLEASE PRINT OFF AND RETAIN A HARD COPY OF THESE TERMS.
3. DEFINED TERMS:
In this Agreement the following words and phrases have the meanings set out below, unless otherwise indicated:
"Agreement" means these membership terms and the Data Protection Notice.
"Application Form" means your application for membership of TrustLaw in the relevant form available on the TrustLaw Members Web Portal.
"Data Protection Notice" means the Foundation data protection notice, as amended from time to time, which can be found at http://www.trust.org/privacy-and-cookies/.
“Deadline” means the date allocated by the Foundation to each Project, after which the Foundation will send all Responses received for the Project to the Pro Bono Client. The date will be set approximately two weeks from the date the Project has been posted on the TrustLaw Members Web Portal. The Foundation may set the date earlier, however, in its sole discretion.
“Eligibility Criteria” means TrustLaw’s eligibility criteria for TrustLaw membership (available on the TrustLaw Members Web Portal at http://trustorg.force.com/trustlawconnect/quiz), as may be amended by the Foundation from time to time.
“Legal Member” means a law firm, in-house legal team, individual lawyer or other organisation giving legal advice that meets TrustLaw’s Eligibility Criteria and has been accepted as a Member of TrustLaw by the Foundation, enabling it to submit Responses for Projects.
“Member” means either a Legal Member or a Pro Bono Client, as the case may be.
“Project” means a written request for pro bono legal assistance submitted by a Pro Bono Client that has been reviewed by the Foundation, and posted on the TrustLaw Members Web Portal.
“Project Criteria” means TrustLaw’s criteria for Projects (available on the TrustLaw Members Web Portal), as may be amended by the Foundation from time to time.
“Pro Bono Client” means a social enterprise, non-government organisation or other organisation that meets TrustLaw’s Eligibility Criteria and has been accepted as a Member of TrustLaw by the Foundation.
"Request for Legal Assistance" means the request for legal assistance form available on the TrustLaw Members Web Portal for Pro Bono Clients requiring pro bono legal assistance to complete.
“Response” means a Legal Member’s offer to assist with a Project on a pro bono basis, which can include details of the Legal Member’s experience, dedicated resources, envisaged timeline for the completion of the work, and the jurisdiction/s where the Legal Member can assist.
"The Foundation" means the Thomson Reuters Foundation, a charity registered in England and Wales (registration number: 1082139).
"TrustLaw" means the Foundation’s global pro bono legal programme that connects law firms and corporate legal teams around the world with NGOs and social enterprises working to create social and environmental change. TrustLaw is a charitable programme and does not give legal advice or practice law.
"TrustLaw Members Web Portal" means the form and content of http://trustorg.force.com/trustlawconnect/login (or such other website of which the Foundation may notify you from time to time), including the password-protected section of the site that can be accessed using a unique set of log-in details.
"You" means the partnership, company or other corporate entity specified by you in your Application Form, Response or Request for Legal Assistance or, as the circumstances require, any relevant individual within that partnership, company or other corporate entity.
The Foundation reserves the right to accept a Member at its sole discretion.
The Foundation will determine the acceptability of any potential Member, taking into consideration the Eligibility Criteria.By approving the application for membership of any potential Member, the Foundation in no way makes any representations or warranties about that Member.
The Foundation reserves the right to re-vet an existing Member and to revoke that Member’s TrustLaw membership if that member no longer meets the Eligibility Criteria.
5. LEGAL RELATIONSHIP:
The Foundation and TrustLaw are not legal advisers and do not provide legal advice. Nothing in this Agreement, contained in any written correspondence, or said during the course of Your interactions with TrustLaw and/or the Foundation shall constitute or be construed as legal advice or create a lawyer-client relationship between You and the Foundation.
The information contained on the TrustLaw Members Web Portal is for informational purposes only and does not constitute legal advice.
6. UPDATE INFORMATION:
It is your responsibility to keep your details and the details of your organisation up-to-date.
If the Foundation identifies outdated information it reserves the right to remove your membership.
7. MEMBERSHIP REVOCATION:
a. You agree that the Foundation can revoke your membership of TrustLaw if you do not make use of your membership for a prolonged period of time or if you are unresponsive or uncooperative in your dealings with the Foundation or other Members.
b. You also agree that the Foundation can revoke your membership of TrustLaw if the Foundation deems that:
(i) you have brought TrustLaw or the Foundation into disrepute, or
(ii) your behaviour regarding a Project or towards another Member is not deemed appropriate.
8. TRUSTLAW LEGAL PRO BONO ASSISTANCE REQUEST PROCESS:
a. The Pro Bono Client will fill in a Request for Legal Assistance.
b. The Foundation will review the Request for Legal Assistance and post it on the TrustLaw Members Web Portal, in its sole discretion, taking into consideration the Project Criteria. Each Project will have a Deadline for Responses. Pro Bono Clients agree not to look for a lawyer via any other route until at least four weeks after the date the Project is posted on the TrustLaw Members Web Portal, and only having notified in advance the Foundation of the intention to do so.
c. Legal Members can submit a Response for a Project via the TrustLaw Members Web Portal. All legal advice provided by a Legal Member on a Project will be provided pro bono. Pro Bono Clients are responsible for the payment of any government fees or registration costs associated with the Project, for example, the costs to register a company or file a trade mark application. Legal Members are responsible for ensuring that they are suitably qualified and meet all other professional requirements and standards in the relevant jurisdiction and have suitable professional experience to advise on the particular Project.
d. On the Deadline, the Foundation will send the Pro Bono Client the Responses received and remove the Project from the TrustLaw Members Web Portal.
e. In the event that more than one Response is received, the Pro Bono Client will decide which Legal Member it wants to work with. The Foundation will not recommend any particular Legal Member for a Project, but may provide advice on the selection process.
f. A Pro Bono Client may post a Project that requires assistance from multiple Legal Members, from multiple jurisdictions. For such Projects, the Legal Members will be required to collaborate and work on the same Project.
g. Once the Pro Bono Client has chosen a Legal Member to assist it, the Pro Bono Client must inform the Foundation of its choice and the Foundation will facilitate direct engagement between the Pro Bono Client and the successful Legal Member. The Pro Bono Client and the successful Legal Member can then formalise the legal engagement. The Foundation will inform any Legal Members who have not been selected.
h. If no Responses have been received by the Deadline, the Foundation will continue to look for assistance unless the Pro Bono Client elects to withdraw the Project and informs the Foundation accordingly. The Foundation will decide whether to keep a Project posted past the Deadline in its sole discretion.
i. The Foundation cannot guarantee that a Project will receive a Response or that a Response will be received within a particular timeframe. Any Response submitted by a Legal Member is subject to the Legal Member’s internal checks and approvals. The Pro Bono Client should treat a Response as conditional until the Legal Member advises that its internal checks and approvals have been completed.
j. After the commencement of the engagement, the Foundation will contact the Pro Bono Client and the Legal Member who was selected to work on the Project, for feedback.
9. CHANGE IN SCOPE:
The Foundation is not responsible for any change in scope in the work from that initially explained in the Project. A Legal Member is under no obligation to carry out work beyond the scope of a Project.Should a Pro Bono Client require advice and assistance beyond the scope of the Project, it is encouraged to submit a new Request for Legal Assistance.
10. INFORMATION AND CONFIDENTIALITY:
The Foundation is committed to protecting and respecting your privacy. Any personal data we collect from You, or that You provide to the Foundation, will be processed and stored by the Foundation in accordance with the Data Protection Notice.
All Projects including summaries thereof must be treated as confidential, unless the Pro Bono Client agrees otherwise. You must not publicly communicate or publish the involvement of a Legal Member in relation to a Project without the Legal Member’s agreement. If, following receipt of appropriate confirmation, You mention a Project publicly, You agree to refer to the role of the Foundation in the Project.
You agree that a Legal Member working on a Project may discuss the Project with the Foundation.
The Foundation is not responsible for the use made by any Member of any information it receives from any other Member, either via the TrustLaw Members Web Portal or through a lawyer-client relationship established between parties. The transfer of confidential information between Members will be governed by their own agreement.
The Foundation will not provide professional indemnity insurance on behalf of Members.
To the extent required in any relevant jurisdiction, a Legal Member is responsible for ensuring that it has appropriate professional indemnity insurance to cover any legal advice it gives to a pro bono client, or that an appropriately insured Legal Member approves any advice provided. A Legal Member may request assistance to find another, appropriately insured, Legal Member to approve legal advice provided on a Project. Where the Foundation provides such assistance, it shall not in any way be party to the arrangement between Legal Members, the terms of which shall be governed entirely by the Legal Members own agreement.
If the Foundation accepts your application for membership of TrustLaw, You will then be notified by email that your application has been successful and asked to create a password to allow access to the secure parts of the TrustLaw Members Web Portal. One password will be required for each officer or employee in your organisation who requires access to TrustLaw and each person will obtain their password individually following the procedures as set out on the TrustLaw Members Web Portal from time to time. You and every relevant individual agree to keep your password(s) confidential, and not to assign, share, sell, barter, transfer, or exchange your password(s) with anyone, including but not limited to any other member or employee of your organisation. Password(s) must be secure (i.e. including a combination of alpha-numeric characters and both upper and lower case letters). If You learn or suspect that your password has been obtained by another person You must promptly notify the Foundation.
You must then promptly alter your password. Any attempt to access any part of TrustLaw which requires a password without the required password is unlawful and could result in criminal and/or civil penalties.
13. INTELLECTUAL PROPERTY:
All rights in the layout, design and organisation of TrustLaw and the TrustLaw Members Web Portal are reserved by the Foundation. The Foundation owns all rights in or has a license to or relevant permission to use the material published on the TrustLaw Members Web Portal. Any publication or information related to Projects used by TrustLaw will be duly cited and credited as content of that organisation to clarify where the information products originate and who is responsible for their accuracy; neither party to this Agreement shall be held liable to the other for any action relating to third party content transmitted by the other. Members may print or download extracts from the TrustLaw Members Web Portal and make copies of these for use within their organisation. If you wish to use any material, including photographs and other images, for promotional or other purposes, please contact the Foundation team.
The Foundation owns all rights in or has a license to the materials published or distributed in relation to the Foundation’s training courses. You may make copies of these for use within your organisation but if you wish to use the materials for other purposes, please contact the Foundation team.
Except as permitted above, You must not reproduce or redistribute any part of the TrustLaw Members Web Portal or transmit it or store it in any other web site or disseminate the material in any other form, without permission from us and, where relevant, from any other Member concerned.
14. TRADE MARKS:
Except as expressly authorised in this Agreement You shall not use the Foundation or TrustLaw name or any Foundation or TrustLaw trade marks without the Foundation’s prior written consent. Any use by You of the Foundation or TrustLaw name or any Foundation or TrustLaw trade marks will inure to the benefit of the Foundation.
15. SCOPE OF AGREEMENT:
You will ensure that each of your officers or employees to whom access to the TrustLaw Members Web Portal is given will comply with this Agreement as though he or she were a party to this Agreement in place of You and You will be liable for any default by any such officers or employees.
16. COMPLIANCE WITH LAWS:
You agree to comply fully with all applicable laws in relation to your use of the TrustLaw Members Web Portal.
17. FORM AND CONTENT:
The Foundation may modify or cancel TrustLaw or any part of its services without notice.
These membership terms and your rights and obligations under this Agreement will take effect from the date on which the Foundation confirms acceptance of your Application Form and notifies You that You may use TrustLaw.
The Foundation may at its sole discretion and without affecting any of its other rights, suspend Your access to TrustLaw and the TrustLaw Members Web Portal at any time.
a. The Foundation may terminate this Agreement and your access to TrustLaw and the TrustLaw Members Web Portal immediately if You are in breach of any of your obligations under this Agreement and You fail to remedy such breach within 14 days of the Foundation requesting that You do so.
b. Either party may terminate this Agreement at any time and for whatever reason on 30 days notice.
c. The Foundation may at its sole discretion terminate Your access to TrustLaw and the TrustLaw Members Web Portal at any time.
21. WARRANTIES, ACKNOWLEDGEMENTS AND REPRESENTATIONS:
a. NEITHER THE FOUNDATION, NOR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS WARRANT THAT THE TRUSTLAW MEMBERS WEB PORTAL WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF THE CONTENT OR ANY INFORMATION PROVIDED THROUGH THE TRUSTLAW MEMBERS WEB PORTAL.
b. You acknowledge and agree that access to the TrustLaw Members Web Portal is provided to You without any warranties of any kind, either express or implied, including but not limited to warranties as to merchantability, satisfactory quality or fitness for a particular purpose except for any warranties which are implied and incapable of exclusion, restriction or modification under the laws applicable to this Agreement;
c. You warrant that You have all necessary power and authority to enter into this Agreement and bind your organisation to the terms of this Agreement;
d. You warrant that You and your organisation have the necessary professional indemnity insurance, malpractice insurance or equivalent to give pro bono legal advice to the extent it is required in your jurisdiction. For in-house legal teams, to the extent professional indemnity insurance is required to provide legal advice in the jurisdiction in which you are working, You warrant that any pro bono advice You provide will be reviewed by an appropriately insured lawyer prior to it being provided to the Pro Bono Client.
You hereby indemnify the Foundation, its subsidiaries, affiliates, employees and agents from any and all loss and damage (including, without limitation, all legal and other professional fees) incurred by them or any of them in relation to any claim brought by any Pro Bono Client or pro bono recipient which is caused by your negligence or by being in breach of this Agreement or acting in a manner inconsistent with any of the warranties, representations or acknowledgements made by You in this Agreement.
23. LIMITATION OF LIABILITY:
To the fullest extent permitted by law, the Foundation shall have no liability to You under this Agreement (whether in contract, tort (including negligence) or otherwise) or in relation to any legal advice given or received pursuant to any relationship established between Members.
Nothing in this Agreement shall exclude or restrict the Foundation’s liability for death or personal injury resulting from the negligence of the Foundation or its employees or agents.
24. GOVERNING LAW AND JURISDICTION:
This Agreement will be governed by and construed in accordance with English law and You and the Foundation submit to the exclusive jurisdiction of the courts of England and Wales.
If there is any inconsistency between the English language version of this Agreement and any foreign language version, the English language version will prevail.
Any foreign language version of this Agreement is provided for reference purposes only and is not intended to create a legally binding agreement between You and the Foundation.
a. This Agreement represents the final, entire, and exclusive agreement between You and the Foundation relating to TrustLaw and supersedes all other prior agreements or understandings relating to TrustLaw.
b. Delay or failure by either party in enforcing this Agreement at any time will not constitute a waiver by that party of its rights or remedies.
c. The Foundation may modify any of the terms of this Agreement at any time by notices posted on the TrustLaw Members Web Portal, or otherwise communicated to You and such modification shall be effective from the date that the notice is first made available on the TrustLaw Members Web Portal or is otherwise communicated to You.
d. If any part of this Agreement is held to be invalid or unenforceable, the validity or enforceability of the remainder will not be affected.
e. You may not assign or sub-license any of your rights and obligations under this Agreement or any part of them, and any assignment or sub-license made by You shall be ineffective.
You agree that the Foundation may assign any or all of its rights under this Agreement to a member of its group of companies without your consent.
f. You and the Foundation agree that the Contracts (Rights of Third Parties) Act 1999 (UK) will not apply to this Agreement.
CONFIRMATION OF ACCEPTANCE: PLEASE CONFIRM THAT BOTH YOU AND YOUR ORGANISATION AGREES TO ACCEPT THESE TERMS BY CHECKING THE "I ACCEPT" BOX. BY SO DOING, BOTH YOU AND YOUR ORGANISATION WILL BE LEGALLY BOUND BY THESE TERMS WHEN THE FOUNDATION CONFIRMS ITS ACCEPTANCE OF YOUR APPLICATION AND VALIDATES YOUR USERNAME AND PASSWORD.