These Template Supply Terms (“Terms”) govern the licence and use of document templates and all related materials, including any updates, modifications, or supporting documents (together, the “Templates”) supplied by us [Insert Company Name, Number, Registered Address and VAT number if applicable] (the “Seller”) to the purchasing or receiving person or entity (“Purchaser”, “you” or “your”), the details of which are included at the bottom of these Terms. By purchasing, downloading, accessing, or otherwise using the Templates (each act constituting “Use of the Templates”), you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree, you must not use the Templates. These Terms shall take effect from the earlier of the date when: (i) these terms are signed; (ii) these terms are otherwise entered into; or (iii) when Use of the Templates occurs.
For the avoidance of doubt, all intellectual property rights in the Templates remain the exclusive property of the party with our licensor, the party with which we have contracted to supply the templates (the “Licensor”) or its licensors, and nothing in these Terms creates any contractual or advisory relationship between you and Licensor. Your contract is solely with the Seller, subject to these Terms.
The Seller reserves the right to amend or update these Terms from time to time to reflect legal, regulatory, or operational changes. The version in force at the time of your purchase or download shall apply to your use of the Templates, unless you are notified otherwise in writing.
1. Licence
1.1 Grant of Licence. Subject to your full compliance with these Terms, the Seller grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Templates for your own internal business purposes only within your organisation. This licence is solely for the purpose of helping you create your own legal or business documents and does not grant you any ownership rights in the Templates.
1.2 Prohibited Uses. Except as expressly permitted in these Terms, you may not, directly or indirectly:
- 1.2.1 Resell, redistribute, sublicense, lease, rent, loan, or otherwise make the Templates or any part thereof available to any third party.
- 1.2.2 Publish, upload, post, or share the Templates (in whole or in part) on any public or private platform, intranet, shared drive, network, or server accessible by third parties.
- 1.2.3 Use the Templates for any purpose other than for your own internal business operations.
- 1.2.4 Remove, obscure, or alter any copyright notices, disclaimers, trade marks, or proprietary rights notices contained within the Templates.
- 1.2.5 Create derivative works from the Templates, except as expressly permitted under Clause 1.3.
- 1.2.6 Use the Templates in connection with the provision of regulated legal services unless you are a qualified and authorised professional permitted to do so under applicable law.
- 1.2.7 Use the Templates for competitive analysis, development of competing products, training of machine learning or AI systems, or for data mining purposes.
1.3 Permitted Modifications. You may make reasonable modifications to tailor the Templates to your specific business needs, provided that such modifications do not breach the Prohibited Uses set out in Clause 1.2 and that all proprietary notices and disclaimers remain intact.
1.4 Entity Restriction. This licence is granted solely for the benefit of the purchasing individual or legal entity. Use across group companies, subsidiaries, affiliates, or associated entities is not permitted without the Seller’s prior written approval.
1.5 Termination of Licence. This licence shall automatically terminate if these Terms are breached, or upon termination as set out in Section 8. Upon termination, you must immediately cease all use of the Templates and permanently delete or destroy all copies in your possession, custody, or control.
2. Intellectual Property
2.1 Ownership. All intellectual property rights in and to the Templates, including but not limited to copyright, trade marks, trade secrets, know-how, and any other proprietary rights, are and shall remain the exclusive property of the Licensor or its licensors. Except for the limited licence expressly granted to you in Clause 1, no rights are transferred to you under these Terms.
2.2 No Transfer of Rights. You acknowledge and agree that you acquire no ownership rights or any other intellectual property rights in the Templates or related materials beyond the limited licence expressly set out in Clause 1. Any rights not expressly granted are reserved by Licensor.
2.3 Modifications. Any modifications, adaptations, or derivative works you create based on the Templates shall continue to incorporate Licensor’s underlying intellectual property. You are granted only a limited licence to use such modified Templates internally in accordance with Clause 1, and no ownership rights in Licensor’s intellectual property are created, assigned, or implied by such modifications.
2.4 Branding and Notices. You must not remove, obscure, alter, or otherwise tamper with any copyright notices, trade marks, disclaimers, or other proprietary rights notices contained in the Templates without the prior written consent of Licensor.
2.5 Feedback. If you provide any suggestions, feedback, or recommendations regarding the Templates (“Feedback”), you grant Licensor a worldwide, perpetual, irrevocable, royalty-free, transferable, and sub-licensable licence to use, reproduce, adapt, and incorporate such Feedback into its products and services without obligation or compensation to you.
2.6 Protection of Rights. You agree to notify the Seller promptly of any actual or suspected infringement of Licensor’s intellectual property rights in the Templates that comes to your attention and to cooperate reasonably with Licensor, at its cost, in any enforcement action.
3. No Legal or Professional Advice
IMPORTANT NOTICE: THESE TEMPLATES ARE AND DO CONSTITUTE NOT LEGAL ADVICE. They are general document frameworks only and must not be relied upon as a substitute for professional legal, financial, or regulatory advice.
3.1 Informational Purpose. The Templates are provided for general informational purposes only. They are not intended, and should not be relied upon, as professional advice tailored to your specific circumstances.
3.2 No Relationship. No solicitor-client, fiduciary, or advisory relationship is created between you and the Seller or Licensor by your purchase, access, or use of the Templates.
3.3 Your Responsibility. You are solely responsible for ensuring that the Templates, as adapted by you, are suitable for your business needs and comply with all applicable laws, regulations, and industry standards relevant to your jurisdiction or sector. You must consult with a qualified legal or other professional advisor before relying on, implementing, or distributing any Template.
3.4 Regulatory Disclaimer. Neither the Seller nor Licensor are authorised or regulated providers of legal services, and you acknowledge and agree that the purchase, access, or use of the Templates does not constitute the provision of regulated legal advice or services.
3.5 Jurisdictional Limitations. The Templates are not drafted with the laws of every jurisdiction in mind and may require significant adaptation to ensure compliance with local or sector-specific legal requirements.
3.6 Assumption of Risk. By choosing to use the Templates without seeking independent professional advice, you accept all risks associated with such use and acknowledge that neither the Seller nor Licensor shall be responsible for any losses or liabilities arising from reliance on the Templates as if they were professional advice.
4. Warranties and Disclaimers
4.1 “As Is” Basis. The Templates are provided strictly on an “as is” and “as available” basis, without any representations, conditions, or warranties of any kind, whether express, implied, or statutory.
4.2 No Guarantees. Neither the Seller nor Licensor makes any warranty, assurance, or representation that the Templates are:
- complete, accurate, or up-to-date;
- legally adequate or compliant with current or future law;
- suitable or fit for any particular purpose, transaction, or use; or
- error-free or free from defects.
4.3 Exclusion of Warranties. To the maximum extent permitted by law, the Seller and Licensor disclaim all warranties, whether express, implied, statutory, or otherwise, including (without limitation) warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement of third-party rights.
4.4 Jurisdictional Limits. The Seller and Licensor make no representation or warranty that the Templates comply with the laws of jurisdictions outside England and Wales. If you intend to use them in any other jurisdiction, you are solely responsible for ensuring compliance with local laws, regulations, and professional standards.
4.5 End-User Responsibility. You acknowledge that the Templates are generic frameworks requiring customisation and adaptation. It is your responsibility to obtain independent professional advice before relying on, implementing, or distributing any Template.
4.6 Entire Risk. You accept that the entire risk as to the quality, suitability, performance, legality, or results obtained from use of the Templates rests with you.
5. Limitation of Liability
5.1 Exclusion of Damages. To the fullest extent permitted by law, neither the Seller nor Licensor shall be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise, for any direct, indirect, incidental, special, exemplary, or consequential losses or damages, including without limitation:
- loss of profits, revenue, anticipated savings, contracts, or goodwill;
- loss of data, information, reputation, or business opportunity;
- loss or damage arising from your reliance on, or failure to properly adapt, the Templates;
- loss resulting from your modification, misuse, or unlawful use of the Templates; or
- any loss or damage arising out of the use of the Templates, even if the Seller or Licensor has been advised of the possibility of such loss.
5.2 Limitation of Quantum. The maximum aggregate liability of the Seller and/or Licensor, whether individually or together, for all claims, damages, liabilities, and expenses arising under or in connection with the Templates or these Terms (however arising, including negligence), shall in all circumstances be limited to the total amount actually paid by you for the Templates giving rise to the claim.
5.3 Exceptions. Nothing in these Terms shall exclude or limit liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other liability that cannot be lawfully excluded or limited under the laws of England and Wales.
5.4 Consumer Rights. If you are a consumer, the limitations and exclusions set out in this Section shall apply only to the extent permitted by applicable consumer protection law, and your statutory rights shall remain unaffected.
6. Indemnity
6.1 You agree to indemnify, defend, and hold harmless the Seller and Licensor, together with their respective officers, directors, employees, contractors, and agents, from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, fines, penalties, costs, and expenses (including reasonable legal and professional fees) arising out of or in connection with:
- your misuse of the Templates;
- your breach of these Terms;
- any claim that documents created, adapted, or implemented by you using the Templates are inaccurate, legally invalid, unenforceable, or cause harm to any third party;
- any breach of applicable law (including but not limited to data protection, consumer, contract, or employment laws) arising from your use of the Templates; or
- any representation, warranty, or statement you make in reliance on the Templates.
6.2 You agree to provide the Seller and/or Licensor with prompt notice of any such claim and to fully cooperate with them in the defence of such claim. You shall not settle or compromise any claim without the prior written consent of the Seller and Licensor.
6.3 This indemnity is in addition to, and not in substitution for, any other remedies available at law or in equity.
7. Compliance with Law
7.1 Your Responsibility. You are solely responsible for ensuring that your use, adaptation, and implementation of the Templates complies with all applicable laws, regulations, codes of practice, and industry standards in your jurisdiction and sector. Neither the Seller nor Licensor shall be responsible for any failure by you to comply with such requirements.
7.2 Necessary Adaptations. You acknowledge that the Templates are general frameworks only and may require significant adaptation to reflect sector-specific, business-specific, or jurisdiction-specific legal and regulatory requirements. It is your responsibility to obtain appropriate professional advice before relying on or implementing any Template.
7.3 Restricted Use. You must not present, market, or rely on the Templates as constituting regulated legal advice, financial advice, or any other regulated professional service unless and until they have been reviewed and adapted by a qualified professional authorised to provide such services under applicable law.
7.4 International Use. If you access or use the Templates outside England and Wales, you are solely responsible for ensuring that your use complies with the laws of the relevant jurisdiction(s).
8. Termination
8.1 Termination for Breach. Your licence to use the Templates will terminate automatically, and without notice, if you breach any provision of these Terms. The Seller or Licensor may also suspend or revoke your licence immediately if required by law, regulation, or order of a competent authority.
8.2 Additional Grounds for Termination. Without limiting Clause 8.1, your licence will also terminate automatically if:
- you become insolvent, bankrupt, enter liquidation, or have a receiver or administrator appointed;
- you misuse the Templates in a way that infringes Licensor’s intellectual property rights or violates applicable law; or
- your continued use of the Templates could, in the reasonable opinion of the Seller or Licensor, damage their reputation or expose them to legal liability.
8.3 Effect of Termination. Upon termination, you must immediately cease all use of the Templates and destroy all copies of the Templates in your possession, custody, or control.
8.4 Certification. Upon request, you must provide written certification to the Seller or Licensor confirming compliance with Clause 8.3.
8.5 Survival. Termination of your licence does not affect any rights, remedies, obligations, or liabilities of either party that have accrued up to the date of termination, including the right to claim damages for breach. Clauses relating to intellectual property, confidentiality, indemnity, limitation of liability, compliance with law, and governing law shall survive termination.
9. Confidentiality
9.1 Obligation of Confidence. You must treat as strictly confidential all non-public, proprietary, or confidential information provided with the Templates, including but not limited to guidance notes, proprietary explanatory materials, pricing information, technical content, and any other information designated as confidential (“Confidential Information”). Such information must not be disclosed to any third party without the prior written consent of the Seller or Licensor, as applicable.
9.2 Permitted Disclosures. You may only disclose Confidential Information:
- to your employees, contractors, or professional advisers who have a strict need to know the information for the purpose of using the Templates in accordance with these Terms, provided they are bound by obligations of confidentiality no less restrictive than those in these Terms; or
- where required by law, court order, or a regulatory authority, provided that (to the extent legally permissible) you notify the Seller or Licensor promptly in writing of such requirement.
9.3 Exclusions. Confidential Information does not include information which:
- is or becomes publicly available other than through a breach of these Terms;
- was lawfully in your possession before disclosure;
- is lawfully disclosed to you by a third party without restriction; or
- is independently developed by you without reference to the Confidential Information.
9.4 Duration. These confidentiality obligations survive termination of these Terms and remain in effect for five (5) years from the date of disclosure.
10. General Provisions
10.1 Entire Agreement. These Terms constitute the entire agreement between you and the Seller regarding the Templates and supersede all prior or contemporaneous understandings, agreements, or communications relating to the same subject matter. Nothing in these Terms limits or excludes liability for any misrepresentation made fraudulently.
10.2 Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed severed, and the remaining provisions shall continue in full force and effect.
10.3 Waiver. No failure or delay by the Seller or Licensor in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver of any provision is only effective if in writing and signed by an authorised representative.
10.4 Assignment. You may not assign, novate, or otherwise transfer your rights or obligations under these Terms without prior written consent from the Seller. The Seller may assign or transfer its rights and obligations under these Terms to Licensor or any successor entity, affiliate, or purchaser of its business without restriction.
10.5 Third-Party Rights. No person other than you, the Seller, and Licensor shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
10.6 Force Majeure. Neither the Seller nor Licensor shall be liable for any failure or delay in performance under these Terms caused by events beyond their reasonable control, including natural disasters, pandemics, epidemics, acts of government or regulatory authorities, labour disputes, power or internet outages, or cyberattacks. The affected party must promptly notify the other party and take reasonable steps to mitigate the impact of such events.
10.7 Updates to Terms. The Seller and/or Licensor may update these Terms from time to time. Any updated Terms will apply to purchases made after the updated Terms are published or communicated. If updates materially affect your rights or obligations, reasonable notice will be provided where practicable.
11. Governing Law and Jurisdiction
11.1 Governing Law. These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.
11.2 Jurisdiction. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, subject to any mandatory consumer protections under applicable law.
11.3 Pre-litigation Resolution. Before commencing any formal legal proceedings, the parties agree to attempt in good faith to resolve disputes through negotiation. If the dispute is not resolved within thirty (30) days of written notice, either party may propose mediation under the CEDR Model Mediation Procedure (or equivalent). This clause does not prevent either party from seeking urgent injunctive or equitable relief.
Signed for and on behalf of Seller
Signature: ________________________
Name: ___________________________
Position: Director
Date: ____________________________
Signed for and on behalf ofPurchaser
Signature: ________________________
Name: __________________________
Position: _________________________
Date: ____________________________
Purchaser Details – Purchaser to Complete
| Name of individual or company (as applicable) | |
| Registered address | |
| Company number (if applicable) | |
| VAT number (if applicable) |