☞ Our relationship
Last updated 6 June 2024
Thank you for trusting Majoto. We look forward to a fruitful relationship with you and repaying that trust! Here is a map of what this agreement contains.
Orientation
1
Key aspects of our relationship, and its most important terms.
Our promises
2
Majoto's responsibilities and promises, and some exceptions.
Your commitments
3
Rules for using Majoto's technology and service.
Final words
4
Other unexciting but important legal matters.
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Part 1 Orientation
These terms apply whenever you use Majoto's services. They set out Majoto's commitments to you, and your commitments to Majoto.
Who's whoThis agreementOur services
We are Majoto Lab Limited (Majoto), a UK company. Our address is 27 Old Gloucester Street, London, WC1N 3AX.
This is a contract between Majoto Lab Limited and you. There may be other terms in the statement of work you sign; the latter prevails if they conflict.
Majoto is a legal document design and automation business. We also provide adjacent services to help our customers gets things done.
This document will refer to you (the person or company buying from Majoto) as you.
Majoto may update these terms if the law or the way it does business changes, and will tell you about the important ones in advance.
Majoto processes your personal data in accordance with this Privacy Notice.
To submit any formal notices, or if you need any help, email denis@majoto.io.
Neither party commits to provide or use Majoto's services until a statement of work is signed by both parties.
You agree to these terms by starting to use Majoto's services, even if a statement of work has not yet been signed.
TL;DR
A summary of the most important things you should know.
Your statement of work determines what services we provide for you. This agreement does not give you access to Majoto's automation platform - that's done under a separate agreement.
No legal advice. Majoto does not provide legal advice. You are responsible for any content we create for you, for getting any legal reviews and sign-offs, and for any business decisions.
Safe working environment. You are responsible for treating Majoto personnel well, and for ensuring a safe working environment when they access your systems and premises.
Nobody's hands are tied. Either of us can end the services on 30 days' notice, unless a different notice period or a minimum initial period is agreed in the SOW.
Majoto keeps its background. You will own the deliverables we create for you, but Majoto may use and incorporate Majoto's pre-existing intellectual property (methodologies, templates, know-how) which it will continue to own.
Majoto's liability is capped. Majoto puts a cap on its liability, as a % of the fees that you pay. Higher caps apply for really serious problems like data breaches. Of course we don’t expect any of that to happen.
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Part 2 Our promises
This swimlane describes the promises Majoto makes in relation to its services, and certain limitations and exceptions.
PromisesExceptions
Duty of care. Majoto will provide its services and deliverables with a high level of care, skill and diligence and will meet agreed specifications.

Majoto's personnel will comply with your reasonable policies regarding safety, security, and conduct, which you have communicated in advance.		Majoto can only do this if you provide clear statements of your needs, give adequate background information and instructions to our people, deliver agreed inputs, and actively engage in the review and approval of deliverables.

⚠️ Majoto's people include lawyers and paralegals, but Majoto does not give legal advice or any warranties that the content that Majoto produces for you is legally or commercially sound. If you are not sure, you must get legal advice (we have partners who can help you).
What we will deliver. Majoto will provide the services set out in an agreed statement of work. How this is organised and the timelines involved will be described there.

Majoto will provide its services remotely during normal business hours, unless otherwise agreed in the relevant statement of work.
⚠️ Timelines are always target estimates, unless Majoto has agreed to a fixed milestone or deadline.

Majoto will not be liable for any delay or failure to perform as a result of circumstances beyond Majoto’s reasonable control, including pandemics and associated quarantine restrictions.
Ownership of results. You will own the intellectual property in any documents we create specifically for you and any workshop deliverables. Majoto assigns the intellectual property in these deliverables to you, including by way of present assignment of future copyright. Majoto will cooperate with you if any additional documents are required to confirm or evidence this.

Majoto's has the necessary contracts in place with its personnel and contractors to ensure that their work product is owned by Majoto and can be assigned to you.

Majoto grants you a licence to its background so you can use the deliverables in your business for as long as you like.
Majoto will use and incorporate in your deliverables Majoto's intellectual property (design methodologies, information models, template styles and standard clauses) - let's call that Majoto's background. This background is not assigned to you and Majoto will continue to own and use it for other customers.

You are not permitted to commercialise Majoto’s background separately from the deliverables, or to use or share Majoto's background beyond what is reasonable for your own normal business use.

Majoto will also own any general know-how, tools and methodologies it develops in the course of its services, and will be free to use these in its business.
IP warranties. Majoto warrants that (a) the deliverables it provides to you are authored by Majoto personnel and do not incorporate any content or data which Majoto does not have rights to, and (b) the deliverables as provided by Majoto will not infringe the intellectual property rights of any third party.

You warrant that any content or materials you provide to Majoto do not infringe the intellectual property rights of any third party.

A party that breaches the above warranty will indemnify the other against any resulting third party infringement claims.
Majoto's warranty does not apply to the extent that you combine Majoto's deliverables with your own or third party materials, so that the resulting work infringes the rights of a third party.

The limitation applies to any content or materials you provide to Majoto.
Insurance. Majoto will carry insurance coverage as reasonably required to manage its risks under this agreement, including commercial general liability, public liability and employer’s liability insurance. A copy of our insurance policy is available on request.
Majoto is not a law firm, is not regulated as a law firm, does not provide legal services, and does not carry legal professional indemnity insurance.
Confidential information. Majoto will keep confidential any data or information you provide (or provide access to) in the course of the services, and any content generated that is owned by you. This obligation will survive for 3 years after the expiry or termination of this agreement.
The confidentiality obligations under this agreement do not apply to information that is lawfully known to the recipient at the time of disclosure or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of confidentiality by the recipient).
Personal data. Majoto will process any personal data you provide to Majoto in connection with the services, in accordance with this Privacy Notice.
When you provide personal data to Majoto, you are responsible for making sure that you have the necessary rights (including consents where required) to do so. You warrant that by providing the data to Majoto you are doing so lawfully and not infringing anyone's privacy rights. You will indemnify Majoto against any liabilities arising from your breach of this warranty.
Liability cap
Majoto’s liability under this relationship is capped at 100% of fees you have paid. If this liability cap cannot be applied for any reason, or if a court or regulatory body determines that Majoto is liable for gross negligence, intentional misconduct or breach of its legal obligations in respect of your personal information, then the liability cap is instead 150%.
Any claim arising out of your use of Majoto must be communicated to Majoto within 90 days of you becoming aware (such as incurred losses or receipt of a third party claim), and any formal legal claim must be made within 12 months of that.
Nothing in this agreement excludes or limits liability for: (a) death or personal injury resulting from negligence; (b) fraud or fraudulent misrepresentation; and (c) intentional misconduct or gross negligence in those jurisdictions where liability for intentional misconduct or gross negligence cannot be excluded or limited.
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Part 3 Your commitments
For this relationship to work, we require some commitments from you. The Do's and Don'ts set out below represent binding obligations on your part.
Do's ✔︎Don'ts ❌
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Provide a safe working environment to Majoto personnel when they access your premises and systems. Communicate in advance any policies regarding safety, security, and conduct.
Directly or indirectly employ or seek the employment of any personnel of Majoto, for the duration of this agreement and for a period of 12 months after its termination or expiry.
Pay Majoto's invoices on time. Agreed rates, fees, invoicing and payment terms are set out in the relevant statement of work. Majoto will charge its standard time and material rates for any ad hoc work your request for which there is not an agreed statement of work.
Disclose any Majoto confidential information or intellectual property (including its workshop methodologies and details of its platform) to any third parties (other than contractors engaged in connection with the services, on a need to know basis).
Reimburse Majoto for all approved expenses such as travel, food, lodging and other out-of-pocket expenses that Majoto's personnel incur in performing the services.
Require Majoto's personnel to do anything that is inconsistent with their status as an employee or contractor of Majoto.
Safe working invironment
You will indemnify Majoto against any liabilities arising from: (a) any injury or harm to assigned Majoto employees in the course of them providing the services or accessing your premises or systems, caused by your actions, omissions, or misconduct; and (b) any claim that a Majoto assigned employee makes against Majoto resulting from your failure to maintain a safe and lawful working environment.
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Part 4 Final words
Other important legal matters, to complete this agreement.
In relation to any indemnities under this agreement: (i) "liabilities" include losses, costs, awards, penalties, attorney fees and third party claims; (ii) a party's actions or omissions include those of its personnel, agents, contractors and affiliate companies; (iii) an obligation to indemnify a party includes indemnifying its affiliates and personnel; and (iv) an indemnifying party will not be liable the extent that the liability results from the negligence or wilful abandonment of the other party.
This agreement is personal to you. You are not permitted to assign your rights or obligations to anyone else. Majoto has the right to subcontract its obligations, except for the services of any individuals designated in the statement of work (but Majoto may substitute them where reasonably necessary including due to holidays and sickness).
Neither party will be liable to the other party under this agreement for any indirect or consequential losses (including loss of business and loss of anticipated savings) or any punitive or exemplary damages, arising in connection with this agreement, even if they were foreseeable.
A party can terminate this agreement early at any time immediately on notice, if the other party (a) commits a material breach and, where it can be remedied, fails to remedy it within the relevant remedy period or within a reasonable time if no remedy period is stated; or (b) becomes insolvent or subject to any insolvency or bankruptcy procedure; or (c) ceases to carry on its business.
This agreement is governed by the law of England and Wales.
Any disputes will be resolved by arbitration under the rules of the London Court of International Arbitration (LCIA). The LCIA rules are incorporated by reference and the arbitration will take place in London before one arbitrator.
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