1.1 In these Terms of Service, unless the context otherwise requires:
(a) "Advocate" means a person enrolled and holding a valid practising certificate under the Advocates Act Cap 295;
(b) "Company", "we", "us" or "our" means The Vorare Company, a company incorporated under the laws of Uganda, being the operator of the Service;
(c) "Output" means any text, document, draft, summary, citation, analysis or other material generated by the Service in response to a Prompt;
(d) "Prompt" means any query, instruction, question or material submitted by a User to the Service, including any uploaded document;
(e) "Service" means the LegalLink software application accessible at legallinkug.com and any associated interfaces, features and documentation;
(f) "Subscription" means a paid right of access to the Service for a defined period;
(g) "User", "you" or "your" means the person to whom access credentials are issued;
(h) "User Content" means all Prompts, documents, files, case records and other material a User submits to or stores within the Service.
2.1 These Terms constitute a binding agreement between you and the Company, governed by the Contracts Act Cap 284 and formed electronically in accordance with the Electronic Transactions Act Cap 99.
2.2 By accessing or using the Service you accept these Terms. If you do not accept them, you must not use the Service.
2.3 Where you access the Service on behalf of a firm or other entity, you warrant that you are authorised to bind that entity, and "you" includes that entity.
3.1 The Service is offered on an invitation basis to Advocates and to persons working under the supervision of an Advocate. The Company may decline, suspend or withdraw an invitation at its discretion.
3.2 Access is personal to you. You must not share, transfer, resell or permit any other person to use your credentials. Each Advocate requires a separate Subscription.
3.3 You must keep your credentials confidential and notify the Company promptly at legallink256@gmail.com if you become aware of any unauthorised access to your account.
3.4 You are responsible for all activity conducted through your account, whether or not authorised by you.
4.1 The Service is a software tool that assists with legal research, drafting and document review. It is not a law firm, does not practise law, and does not provide legal advice.
4.2 No advocate-client relationship arises between the Company and you, nor between the Company and any client of yours, by reason of your use of the Service.
4.3 Output is generated by an artificial intelligence system. It is probabilistic in nature and may contain errors, omissions, outdated statements of law, or statements that appear authoritative but are incorrect.
4.4 The Service draws on external legal databases, including the Uganda Legal Information Institute and materials maintained by third parties. The Company does not control those sources and does not warrant that they are complete, current or free from error.
4.5 Output does not constitute a certification that any statute, provision, chapter number, case citation or holding is accurate or currently in force.
5.1 You remain at all times personally and professionally responsible for any work product you settle, sign, file or rely upon, notwithstanding that the Service assisted in its preparation.
5.2 Before relying on any Output in advice to a client, in correspondence, or in any document filed in or submitted to a court, tribunal or other body, you must independently verify:
(a) every case citation, including the case name, year, court, citation reference and the holding relied upon;
(b) every statutory reference, including the title of the Act, its chapter number and the section relied upon;
(c) that the provision or authority relied upon is current and has not been repealed, amended, overruled or distinguished; and
(d) that the Output is accurate, complete and appropriate to the facts of the matter.
5.3 Verification must be conducted against the primary source, including the Uganda Legal Information Institute, the official Gazette, or the law reports, as appropriate.
5.4 Your obligations under the Advocates Act Cap 295, the rules of professional conduct made thereunder, and your duty to the court are not diminished, delegated or discharged in any respect by your use of the Service.
5.5 The Service must not be used as the sole basis for advice to a client or for any filing.
6.1 Access to the Service requires an active Subscription. The current subscription fee is UGX 55,000 per User per month, or such other amount as the Company may notify from time to time.
6.2 Fees are payable in advance. Access is activated upon confirmation of payment and remains active for the period paid for.
6.3 The Company may vary the subscription fee. If you do not accept a variation, you may terminate under clause 13.
6.4 Fees are stated exclusive of any applicable taxes, which shall be borne by you where chargeable.
6.5 Fees paid are not refundable in respect of any period in which access was available to you, save where the Company is at fault or as required by law.
7.1 You must not:
(a) use the Service for any unlawful purpose, or in furtherance of any offence under the Computer Misuse Act Cap 96 or any other law;
(b) attempt to access, interfere with, reverse engineer, decompile or derive the source code, system prompts, model configuration or underlying architecture of the Service;
(c) use automated means to access the Service, or circumvent any rate limit, access control or security measure;
(d) submit material you are not entitled to submit, or in respect of which submission would breach a duty of confidence owed to another person;
(e) resell, sublicense, or make the Service available to any third party; or
(f) represent to any person that Output constitutes legal advice given by the Company.
7.2 The Company may impose reasonable usage limits and may suspend access where usage is excessive, abusive or indicative of automated access.
8.1 As between you and the Company, you retain all right, title and interest in User Content. The Company claims no ownership of it.
8.2 You grant the Company a limited, non-exclusive, royalty-free licence to host, store, transmit and process User Content solely to the extent necessary to operate and provide the Service to you.
8.3 You acknowledge that in order to generate Output, User Content is transmitted to and processed by third party service providers, including artificial intelligence and cloud infrastructure providers, some of whom process data outside Uganda. The Privacy Policy describes these arrangements.
8.4 You are responsible for satisfying yourself that submitting privileged or confidential client material to the Service is consistent with your professional obligations and with any duty of confidence you owe. Where you consider it appropriate, you should obtain your client's informed consent, or redact identifying material before submission.
8.5 The Company will not use User Content to train artificial intelligence models, and will not disclose User Content to any third party except as necessary to provide the Service, as described in the Privacy Policy, or as required by law.
8.6 The Company will treat User Content as confidential and will apply the security measures described in the Privacy Policy.
9.1 The Service, including its software, interface, design, system prompts, compilations and all associated intellectual property, is owned by the Company and protected under the Copyright and Neighbouring Rights Act Cap 222, the Trademarks Act Cap 225 and the Trade Secrets Protection Act Cap 80.
9.2 Subject to these Terms and to payment of the applicable fees, the Company grants you a limited, revocable, non-exclusive, non-transferable licence to use the Service for your professional practice.
9.3 As between you and the Company, you may use Output freely in your practice, subject to clause 5. The Company makes no representation that Output is original or that its use will not infringe the rights of any third party.
9.4 "LegalLink" and the LegalLink logo are marks of the Company. No right to use them is granted by these Terms.
10.1 The Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, the Company excludes all warranties, conditions and representations, whether express or implied, including as to accuracy, completeness, currency, fitness for a particular purpose, merchantability and non-infringement.
10.2 Without limiting clause 10.1, the Company does not warrant that:
(a) Output will be accurate, complete, current or free from error;
(b) any statute, chapter number, section, case citation or holding stated in Output is correct or currently in force;
(c) the Service will be uninterrupted, timely or free from defect; or
(d) the Service will meet your requirements or achieve any particular result.
10.3 The Service depends on third party providers. The Company is not liable for any interruption, degradation or failure attributable to any such provider.
11.1 Nothing in these Terms excludes or limits liability for fraud, for fraudulent misrepresentation, or for any liability which cannot lawfully be excluded or limited.
11.2 Subject to clause 11.1, the Company shall not be liable for:
(a) any loss arising from your reliance on Output, including any inaccurate, outdated or non-existent citation or statutory reference;
(b) any adverse finding, order, sanction, costs award, disciplinary proceeding or professional censure arising from any document you settled or filed;
(c) any loss of profit, business, goodwill, reputation, opportunity or anticipated saving; or
(d) any indirect or consequential loss howsoever arising.
11.3 Subject to clause 11.1, the aggregate liability of the Company arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the total subscription fees paid by you in the twelve (12) months preceding the event giving rise to the claim.
11.4 You acknowledge that the allocation of risk in this clause is reflected in the level of the subscription fee, and that you would not be granted access on the fee stated but for that allocation.
12.1 You shall indemnify and hold harmless the Company, its directors, officers and employees against all claims, demands, proceedings, losses, damages, costs and expenses (including reasonable legal costs) arising out of or in connection with:
(a) your breach of these Terms;
(b) your use of Output, including any filing, advice or representation founded upon it;
(c) any claim by a client of yours, or by any third party, in connection with material you submitted to the Service; or
(d) any breach by you of a duty of confidence, of the Advocates Act Cap 295 or of the rules of professional conduct.
13.1 You may terminate at any time by written notice to the Company. Termination takes effect at the end of the period already paid for.
13.2 The Company may suspend or terminate your access immediately where:
(a) fees are not paid when due;
(b) you breach clause 3 (access), clause 7 (acceptable use) or clause 8 (content);
(c) your practising certificate is suspended, withdrawn or lapses; or
(d) the Company is required to do so by law.
13.3 The Company may cease to provide the Service on not less than thirty (30) days written notice, in which event it shall refund any subscription fee paid in respect of the unexpired period.
13.4 On termination you should export any User Content you wish to retain. The Company will retain and delete User Content in accordance with the Privacy Policy.
13.5 Clauses 5, 8, 9, 10, 11, 12, 14 and 15 survive termination.
14.1 Variation. The Company may amend these Terms on not less than thirty (30) days notice by electronic communication or by notice within the Service. Continued use after the effective date constitutes acceptance. If you do not accept an amendment you may terminate under clause 13.1.
14.2 Notices. Notices to the Company shall be sent to legallink256@gmail.com. Notices to you shall be sent to the electronic address associated with your account and are deemed received on transmission.
14.3 Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between the parties in respect of the Service and supersede all prior representations, save that nothing excludes liability for fraudulent misrepresentation.
14.4 Severance. If any provision is held to be invalid or unenforceable, it shall be severed and the remaining provisions shall continue in full force.
14.5 Waiver. No failure or delay in exercising any right operates as a waiver of it.
14.6 Assignment. You may not assign or transfer your rights under these Terms. The Company may assign its rights on notice to you.
14.7 Force majeure. The Company is not liable for any failure to perform caused by an event beyond its reasonable control, including failure of a third party provider, loss of connectivity, or act of State.
14.8 No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
15.1 These Terms and any dispute arising out of or in connection with them, whether contractual or non-contractual, are governed by the laws of Uganda.
15.2 The parties shall first attempt in good faith to resolve any dispute by negotiation within thirty (30) days of written notice of the dispute.
15.3 Failing resolution, the dispute shall be referred to a single arbitrator appointed under the Arbitration and Conciliation Act Cap 5, the seat of arbitration being Kampala and the language English.
15.4 Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from the courts of Uganda.
ACCEPTANCE
These Terms are accepted electronically upon your first use of the Service following the effective date. A record of acceptance is retained by the Company.
Signed: The Vorare Company