Terms & Conditions

1. Introduction

These are the terms of use for the app – “BACKSHEET” –  which is a digital tool provided to you (the “user”) as a ‘software as a service’ (“SAAS” also, the “service”) or the product (the “product”) delivered via the internet at www.BACKSHEET.io

BACKSHEET is a digital tool designed to achieve a paper-less work-flow for qualified lawyers specialising in trial practise. This iteration of BACKSHEET deals only with one aspect of one phase of the trial as it relates to case preparation – the issue of presentation of the case at trial is a separate matter and is dealt with in a forthcoming iteration.

It deals with a single aspect of one phase of a trial known as ‘case preparation’ – that is a phase of work undertaken prior to the advocate appearing in court to litigate the cause. BACKSHEET is designed to assist the advocate in his or her preparation of the facts by facilitating his or her organising and managing the fact-pattern of a brief for litigation. Specifically, to assist the advocate in identifying facts forming the ‘factual causation’ element in the cause to be litigated and separately, the ‘legal causation’ element in the cause to be litigated – both together, being the basis on which the court may, if so persuaded, pronounce any competent remedy a party seeks. This digital tool facilitates that process for the advocate by storing all of the facts relevant to factual and legal causation for a case in a single place, along with all of the legal resources required to litigate a brief and, to easily manipulate those facts and resources.

BACKSHEET is designed to facilitate an advocate’s preparatory work by assisting in putting together a compelling and persuasive narrative for the fact-finder – in order to advance the client’s interests. BACKSHEET does so by leveraging a classic story-telling format – the structure of a play. BACKSHEET allows an advocate to divide the facts, or evidence, into ‘chapters’; evidential chapters divide by ‘act’ within which are ‘scenes’.  Scenes contain ‘the action’ of the plot in the play and ‘act’s impose order on the action – the ‘scenes’ – via an ordering principle, such as the order of in which events occurred, a chronology, or a theme for the events, such as the ‘issues’ to be litigated.  The advocate preparing a case can thereby choose how to organise the facts of ‘causation’ by ‘issue’ in a way which tells the client’s story and does so in a way which is thoughtfully choreographed and, or intentionally directed, by the advocate leveraging the act and scene format, however the advocate chooses. The facts are easily manipulated. They are attached to a character in the ‘play’ and as such they can be readily added to, or subtracted from, the evidence of the actor concerned (i.e. the witness). But the essence of BACKSHEET as a tool is that any legal case to be litigated, or negotiated to settlement, must be understood firstly at its granular level – which is the case fact pattern. This digital tool is designed to facilitate an advocate’s interaction with a case fact pattern, or a brief, or a cause at that granular level, but in a novel way for a trial lawyer, which is by story-telling – through ‘acts’ and ‘scenes’ – written in large part, by the advocate instructed to resolve the issues litigated, and that writing directed by that advocate.

The service is provided by IPrep Ltd, a company registered in Scotland (Company Number SC613452), registered at Orchard Brae House, Suite 2, Ground Floor, Edinburgh EH4 2HS (care of MBM Commercial LLP) (“we”, “us”, “our”).

If there is anything you do not understand, please get in touch with us by: emailing us at info@BACKSHEET.io or, write to the chief executive officer at IPrep Ltd. care of MBM Commercial LLP, Orchard Brae House, Suite 2, Ground Floor, Edinburgh EH4 2HS.

2. Our Agreement with you

These terms of use form our legally binding agreement (“the Agreement”) with you in relation to the Service. The Agreement sets out all the conditions on which we will provide our Service to you and applies if you become a user (“user”) of the service – you must accept these terms as part of the registration and or, payment process. This Agreement should be read carefully. This agreement is written in English and, any dispute resolution process, demand to resolve a dispute or, correspondence on any matter is to be undertaken and carried out, in the English language.  If you are reading this Agreement for the first time, we suggest you print out a copy, or you save a copy, but please remember, each occasion on which you subscribe to the service, which is billable monthly, means each month a new contractual arrangement with BACKSHEET is constituted which, potentially, may be an agreement which incorporates updated, new terms and conditions; so please, prior to each month’s subscription, do re-read the extant terms and conditions to ensure you give your informed consent to the up to date terms and conditions and that you agree to be bound by them. Please know, this agreement is binding and alters your legal rights in a fundamental way, which cannot later be departed from: specifically, THIS SOFTWARE LICENCE AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND GROUP WAIVER (SOMETIMES KNOWN AS A CLASS ACTION). THIS CONTRACTUAL PROVISION DIRECTLY AFFECTS YOUR RIGHTS AS TO HOW YOU MAY RESOLVE A DISPUTE WITH BACKSHEET AND YOU SHOULD READ THESE TERMS CAREFULLY. FOR EXAMPLE, THE EFFECT OF THIS IN LAW IS THAT YOU AGREE THAT DISPUTES BETWEEN YOU AND BACKSHEET WILL BE RESOLVED BY BINDING, INDIVIDUAL DOCUMENTS ONLY, ARBITRATION, WHICH IS A PRIVATE AND CONFIDENTIAL DISPUTE RESOLUTION PROCESS AND, HAS THE EFFECT OF YOU WAIVING YOUR RIGHT TO LITIGATON (IN A NATIONAL COURT) AND ACCORDINGLY, TO TRIAL BY JURY AND, OR ,TO PARTICIPATE AS A PURSUER (PLAINTIFF), OR CLASS MEMBER, IN ANY PURPORTED GROUP ARBITRATION OR LITIGATION (SOMETIMES KNOWN AS A CLASS ACTION), RAISED IN A NATIONAL COURT, OR REPRESENTATIVE PROCEEDINGS, IN A NATIONAL COURT.

BACKSHEET is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement INCLUDING A CHOICE OF LAW TERM GOVERNING THE CONTRACT (AS SCOTS LAW) AND A CHOICE OF LAW TERM GOVERNING THE DISPUTE RESOLUTION MECHANISM FOR THE CONTRACT (OF ARBITRATRION WITH THE SEAT OF THE ARBITRATION BEING IN SCOTLAND), FOR ANY AND ALL DISPUTES ARISING BETWEEN BACKSHEET AND YOU.

By clicking to accept the service or by downloading, installing, or using the Software, you have indicated that you understand this Agreement and accept all of its terms INCLUDING THE ARBITRATION PROVISION. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant, that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. YOU AGREE AND UNDERSTAND THAT YOU ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD WHICH, TOGETHER WITH YOUR USERNAME, ALLOWS ACCESS TO THE SOFTWARE AND IF YOU BECOME AWARE OF ANY UNAUTHORISED ACCESS TO EITHER YOU UNDERTAKE TO NOTIFY US IN WRITING IN ENGLISH IMMEDIATELY AT INFO@BACKSHEET.IO
If you do not accept all the terms of this Agreement, then BACKSHEET is unwilling to license the Software to you. You must accept the limitation of the dispute resolution mechanism between you and BACKSHEET, which will affect your legal rights by removing the option of recourse for you to a national court and litigating therein, as well as having recourse to Scots Law a means of resolving a dispute between you and BACKSHEET.

3. Ownership

The software is licensed to the user, not sold to the user; our intellectual property rights; updates to the Service; Licence terms; Ending the Agreement; Effect of Termination; Payment Terms;
Each copy of the Software distributed is licensed to the user, not sold to the user. For the purposes of this Agreement, terms such as ‘purchase’ or ‘sell’ and like terms refer to purchase or sale of a license to use the Software and not to a purchase or sale of title to, or ownership of, any rights, or other interests in the Software including intellectual property, which belongs solely to and remains at all times solely with BACKSHEET. You acknowledge and agree that BACKSHEET retains ownership of the Software itself and any related data or databases used by BACKSHEET or the Software including all intellectual property rights therein. The Software is protected by intellectual property law and international treaties and BACKSHEET asserts the right to the protection of those laws. You agree not to interfere in any way with the intellectual property rights of BACKSHEET in the software and you agree you will not delete or in any manner interfere with or alter the appearance, copyright, trademark, and other proprietary rights, notices or markings belonging to the Software as delivered to you. BACKSHEET reserves all rights in the Software. THE CONTENTS OF OUR SOFTWARE INCLUDING ITS ‘LOOK AND FEEL’ AND THE DATA INPUT FORMS AND NAVIGATION INPUTS ARE UNIQUE, ARE PROTECTED UNDER LAW, AND BELONG TO US. WE GRANT YOU THE RIGHT TO VIEW, USE AND INTERACT WITH THE SERVICE, SUBJECT TO THESE TERMS BUT YOU ARE PROHIBITED FROM REPRODUCING OUR INTELLECTUAL PROPERTY AS IT RELATES TO THE DATA INPUT FORMS AND METHODS OF NAVIGATION BY THE USER THROUGH THE APP. YOU MAY DOWNLOAD OR PRINT A COPY OF INFROMATION PROVIDED ON THE SERVICE FOR YOUR PERSONAL NON-COMMERCIAL USE ONLY. ANY DISTRIBUTION, RE-PRINTING, ELECTRONIC REPRODUCTION OF EITHER OF THESE PROPRIETORIAL ASSETS FROM THE SERVICE IN WHOLE OR PART FOR ANY PURPOSE IS EXPRESSLY PROHIBITED.  YOU AGREE NOT TO ATTEMPT TO DO SO. YOU AGREE NOT TO ATTEMPT TO REVERSE ENGINEER ANY OF THE SOFTWARE COMPRISING BACKSHEET AS A PRODUCT. YOU AGREE NOT TO POST TO BACKSHEET OR TRANSMIT TO BACKSHEET ANY FILE CONTAINING HARMFUL CONTENT, SUCH AS A VIRUS, WORM, OR TROJAN HORSE, SUCH AS WOULD REASONABLY BE UNDERSTOOD OR EXPECTED TO INTERFERE WITH THE EFFICIENT AND EFFECTIVE WORKING OF THE SOFTWARE SERVICE AND, OR, IMPERIL THE FUNCTIONNG OF THAT SERVICE.

Updates to the Service. From time to time BACKSHEET may provide updates to the Software. Nothing in this Agreement entitles you to receive any support, maintenance, updates, upgrades, content, improved functionality or the like or new versions of the Software however, BACKSHEET reserves the right to designate any updates, additional content or features as requiring separate payment or purchase of a separate subscription at any time, or not, as maybe the case. BACKSHEET specifically reserves the right to cease providing, updating, or maintaining the Software at any time, at its own, sole discretion; BACKSHEET is paid for via a monthly subscription, each subscription payment constitutes a new contractual arrangement with BACKSHEET and may include additional, updated or varied terms and conditions, which the user should check complies with their requirements on each new transaction for payment, such as an increase in price for the Service. YOUR ACCESS TO AND USE OF THE SERVICE MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS. THESE REASONS MAY INCLUDE BUT ARE NOT LIMITED TO THE FOLLOWING – SOFTWARE MALFUNCTION, PERIODIC UPDATING OF SOFTWARE OR SERVERS, MAINTENANCE OR REPAIR WORK, OR OTHER ACTIONS THAT WE, IN OUR SOLE DISCRETION, DEEM APPROPRIATE OR MAY ELECT TO UNDERTAKE, AT ANY PARTICULAR TIME.

License terms. If you have purchased a license to the Software, then the term of this Agreement is one month and that term commences on the date specified in the Purchase Receipt or applicable purchasing documentation accompanying the payment for the Software. At the end of such term (and each renewal term thereafter, if any), subject to payment of the applicable license fee for each such renewal term, this Agreement will automatically renew for additional successive terms equal to the period of time set forth in the applicable renewal Purchase Receipt or purchasing documentation (or, if no such date is specified, such additional successive terms are to be one month), unless either party provides the other party with notice of non-renewal at least 30 days prior to the end of the then-current term. IN OTHER WORDS, each subscription renews automatically until you cancel it in accordance with this Agreement but, the terms and conditions which attach at each successive renewal constitute a new contractual arrangement between you and BACKSHEET. You must satisfy yourself that any updated terms or modified terms are terms on which you wish to contract, prior to each monthly renewal of the software service which renews automatically; you are deemed to accept and agree to be bound by any changes to the Agreement when you use the service after those changes are made. You can cancel your subscription at any time in accordance with this Agreement. In addition, BACKSHEET may terminate your license at any time at its sole discretion.

Ending the Agreement. We may at any time terminate the agreement with you
if you have breached any provision of this agreement (or have acted in a manner which clearly demonstrates you do not intend to, or are unable to, comply with the provisions of this agreement); or if we in our sole discretion believe we are required to do so by law; or immediately, upon notice via the email address provided to us, by you.

Effect of Termination. Upon termination or expiration of this Agreement, your rights to use the Software cease. Your data may be returned to you on negotiation of a suitable administration fee.

Payment Terms. The price payable by you is the price stated in (the Purchase Receipt or) the applicable purchasing documentation. Such price is specified in our then-current standard published price list. Our prices are exclusive of taxes, duties, levies, tariffs, and other governmental charges including, without limitation, VAT, (collectively, “Taxes) however VAT will be charged where applicable on the price charged to you. All such amounts are payable and charged (i) at the beginning of the subscription, when you place your order, and (ii) because each subscription renews automatically until you cancel it in accordance with this Agreement, at the time of each renewal until you cancel. You must cancel your subscription in accordance with this Agreement before it renews to avoid the billing of the fees for the next subscription period and incurring any taxation payable. You will not receive a refund for the fees you already paid for your current subscription period. You can cancel your subscription at any time in accordance with this Agreement.

4. Your indemnification of us

IT IS ALSO A CONDITION OF THIS AGREEMENT THAT YOU SHALL DEFEND, INDEMNIFY AND HOLD US HARMLESS AND DO LIKEWISE FOR OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AFFILIATES SUCH AS CIVICUK LTD AND OUR AGENTS FROM AND AGAINST ALL CLAIMS AND EXPENSES, INCLUDING BUT NOT LIMITED TO LEGAL FEES (HOWEVER DESCRIBED) INCURRED BY SOLICITORS, BARRISTERS, ADVOCATES AND OTHERS, IN WHOLE AND IN PART, WHETHER ARISING OUT OF OR ATTRIBUTABLE TO, ANY BREACH OF THIS AGREEMENT – IN WHATEVER CIRCTUMSTANCE OR LEGAL JURISDICTION SUCH BREACH OCURRS – BY YOU, OR THOSE AUTHOURISED BY YOU TO USE THIS SERVICE ON YOUR BEHALF, OR IF NOT SO AUTHORISED, HAVING OBTAINED YOUR USERNAME AND, OR, PASSWORD AS IF SO AUTHORISED BY YOU TO DO SO.

5. An Overview of the service

Please refer to 1. “introduction”.

6. Your privacy

Your privacy is important to us. We are committed to keeping your personal data safe. Our Privacy Policy sets out the terms on which we process any personal data we collect from you, or that you provide to us. For more information see www.BACKSHEET.io/privacy

7. Your use of the service (please also have regard to section 3 “intellectual property”)

This agreement allows you a right of access to, and a right of use of, the Service, in accordance with these terms and conditions upon timely payment. Access and use of the Service is personal to you.  It is not a right which is transferable by you, to any other person, or entity. You may not assign your rights under this agreement to another, including any perceived right to vindicate a legal wrong, nor may you disclose your username or password to another. You agree to provide us with information as requested which is accurate. You agree not to misrepresent your identity to us nor your user information. You agree and undertake to only access and use the service for lawful purposes and, in all circumstances, to exercise due care and diligence in the lawful use of the Service. You agree that your use of the Service is circumscribed by the intellectual property rights in the software of BACKSHEET and you agree to abide by the lawful limitations which the intellectual property rights of BACKSHEET imposes on you, as a user of the Service.

8. What we ask you not to do (please have regard to sections 3 and 7 above)

You agree not to attempt to reverse engineer any of the software comprising the service nor to reproduce the data input forms nor the means of executing navigation through the app; you agree not to introduce to the software anything which may be harmful to the effective and efficient functioning of the product or, which may imperil the effective and efficient functioning of the software.

9. Feedback; Marketing.

If you provide any ideas, suggestions, or recommendations regarding the Software, BACKSHEET will be free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, you grant BACKSHEET a worldwide, perpetual, irrevocable, sub-license, fully-paid and royalty-free license to use and exploit in any manner BACKSHEET sees fit as regards such Feedback. If you are using BACKSHEET Software in a business or for business purposes, you grant BACKSHEET the right to use your trade name (and the corresponding trademark or logo) on the BACKSHEET website and marketing materials to identify you as a customer.

10. Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SERVICE OR PROVIDED THROUGH THE SERVICE ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SERVICE. WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT OF THE SERVICE, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (a) THE LIMITED WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED; AND (b) BACKSHEET DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BACKSHEET OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. For example, BACKSHEET does not warrant that the Software will meet your requirements, that the Software will operate in the combinations, that is, on the operating system or in the environments that you may select for Execution, that the operation of the Software will be error-free or uninterrupted, or that all Software errors will be corrected. BACKSHEET specifically disclaims any warranty or representation as to the use for which the Software may be put, for example, to leverage success at litigation, at trial or arbitration, or mediation, or for any other purpose it is utilised for. You are solely responsible for the data, software and other content carried on your Devices and for backing-up your data, software and other content and for the data you enter on the Software and for the purposes for which this software is utilised.

11. Limitations on our Liability.

TO THE EXTENT PERMITTED BY LAW, WE SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, DELICT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR: – (i) LOSS OF INCOME OR REVENUE; (ii) LOSS OF BUSINESS; (iii) LOSS OF PROFITS OR CONTRACTS; (iv) LOSS OF ANTICIPATED SAVINGS; (v) LOSS OF DATA; (vi) LOSS OF GOODWILL OR REPUTATIONAL LOSS; (vii) THE FOREGOING LIMITATIONS APPLY TO SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SERVICE, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND ANY CLAIM ARISING IN EQUITY AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. OUR LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO £50.00 (FIFTY POUNDS). ANY CLAIM ARISING UNDER THESE TERMS MUST BE COMMENCED (BY FILING A DEMAND FOR ARBITRATION) EITHER WITHIN ONE (1) MONTH AFTER THE DATE THE PARTY ASSERTING THAT CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION, OR DEFAULT GIVING RISE TO THE CLAIM; OR, ONE (1) MONTH AFTER THE FINAL SUBSCRIPTION PAYMENT FOR THE SOFTWARE AS A SERVICE BY THE USER CONCERNED, AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD.

12. Governing Law and Forum for Disputes

This Agreement, and your relationship with us under this Agreement, shall be governed by the laws of Scotland without regard to its conflict or choice of laws provisions. Any dispute with us, or our officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through ARBITRATION, except with respect to imminent harm to BACKSHEET requiring a temporary or preliminary court order to bring such harm, or the anticipated harm, to an end, such as an interdict (the Scottish equivalent of an injunction), in which case we may seek this in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, we are able to offer the Service on the terms stated in this Agreement and that your consent to this provision is an indispensable consideration under this Agreement.

13. Agreement to Arbitrate

Agreement to Arbitrate: you agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Software (collectively, “Disputes”) will be settled by binding arbitration. You acknowledge and agree that you and BACKSHEET are each waiving the right to a court hearing to determine the aforementioned disputes (including trial of the issues by a judge and or, judge and jury in a national court) or to participate as a pursuer (plaintiff) in a group arbitration or litigation, or class member in any purported group proceeding, class action, or representative proceeding. Further, unless both you and BACKSHEET otherwise agree in writing, the arbitrator may not consolidate more than one person’s claim and may not otherwise preside over any form of any class or representative proceeding. This Section will survive any termination of this Agreement.

Arbitration Rules: The arbitration will be seated in Scotland, the arbitration process and procedure will be governed by Scots Law as the seat of the arbitration and in accordance with the Scots law of Arbitration – the Arbitration Act 2010 (the “2010 Act”) – and the applicable law of the contract will likewise be Scots law.  The arbitration will be a ‘documents only’ arbitration, presided over by a sole arbitrator. The proceedings will be conducted in English including the language of the notice to arbitrate in terms of this Agreement and the 2010 Act and any award will be produced with reasons and in writing.
Arbitration Process: A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration (to be written in English). The 2010 Act provides for a procedure (rules re a short form procedure) which encompasses the maximum financial award a user can obtain as governed by this agreement. The President of the Chartered Institute of Arbitrators (Scotland) will on request, appoint an arbitrator from the President’s Panel of Arbitrators. For the avoidance of doubt, the dispute will be resolved by arbitration by a single arbitrator who will resolve all matters – substantive and procedural – following a ‘documents only’ format for the arbitral process culminating in him or her producing a written award containing his or her reasons as to the award’s conclusions; the arbitrator will be domiciled in Scotland and a member of the President’s Panel of Arbitrator’s or, at the President’s discretion, any of the following: a retired judge of the Scottish judiciary (appointable without further qualification) or, a lawyer qualified to practice law in Scotland (solicitor or advocate) with further qualification, that is, he or she is a Member of the of the Chartered Institute of Arbitrators or, a Fellow of the Chartered Institute of Arbitrators, or a Chartered Arbitrator.

Arbitration Location and Procedure: Unless BACKSHEET and you otherwise agree, the location of the arbitration is to be Scotland, but as the arbitration will be conducted solely on the basis of the documents that you and BACKSHEET submit to the arbitrator, unless the arbitrator determines a hearing is necessary, the location of the arbitration is a notional matter excepting the application of the laws of the seat of the arbitration, which is Scots Law.

Arbitrator’s Decision: The arbitrator will render an award within any applicable time frame that may be specified in the short form rules per the 2010 Act. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section of this agreement as above as to the types and amounts of damages for which a party may be held liable.
Fees: It is your responsibility to pay any filing, administrative and arbitrator fees.

14. Other important matters

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be deleted from this Agreement. If we do not exercise or enforce any legal right or remedy which is contained in the Agreement (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. All covenants, agreements, representations and warranties, made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement. This Agreement represents the entire understanding and agreement between you and us regarding the subject matter of the same and supersedes all other previous agreements.

15. General

This Agreement will be governed by and construed in accordance with the laws of Scotland, without regard to or application of conflict of laws, choice of laws, rules or principles and thereby you waive any right to challenge jurisdiction and, or, venue therein. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without BACKSHEET’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by email (we will email you at the email address you provided us when you initially purchased your license), and in each instance will be deemed given upon receipt. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect, including the agreement to arbitrate disputes. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and BACKSHEET have executed a separate agreement. Any terms or conditions contained in your purchase order or other purchasing document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by BACKSHEET and will be deemed null.

16. Contact Us

If you have any questions regarding this Agreement, you may contact BACKSHEET at info@BACKSHEET.io

If you wish to send us a legal notice, please start the subject line of your email with

“Attention: Legal Notice”.