Terms of Service

Shake Terms of Service

Information about Shake.

Shake is an online dispute settlement platform that allows parties to negotiate the financial settlement of disputes quickly and cost-effectively. Shake can be accessed at www.shake-legal.com and an explanation of how Shake works can be found in the 'How it Works' section.

The Shake site is owned and the service is provided by AXM Studios Ltd. ('AXM Studios', 'us' and 'we' below), Company Number 13529228, a limited company registered in England and Wales.
- When these Terms apply and authority to enter into the Terms.
- Terms subject to change
- The Services
Data Protection

This section describes our use of personal data provided by you in our provision of Services ('Personal Data').

Data Protection Legislation means: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, or to the extent applicable the data protection or privacy laws of any other country.

Our use of data

In respect of names, business email addresses and other data required by us for conducting a Shake ('Shake Personal Data'), we act as Controller. The Privacy Policy contains the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which we may process the Personal Data.

In respect of any other Personal Data that you upload to the Site (such as Personal Data contained in a Settlement Agreement ('Settlement Personal Data')), we are a Processor.

We shall comply with all applicable Data Protection Legislation with respect to all Personal Data, and will retain and destroy Personal Data in accordance with our data retention policy.

Where Personal Data is transferred out of the UK by us, we will ensure that appropriate transfer mechanisms, such as the EU Standard Contractual Clauses and/or the International Data Transfer Agreement ('UK IDTA') as applicable are put in place.

We shall ensure that the persons authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

In respect of any sub-processors engaged by us, we shall ensure that we have written agreement in force at all relevant times incorporating data protection obligations which are substantially the same as those set out in these Terms.

Your provision of Personal Data

You must ensure you have the necessary authority, lawful basis for processing and any necessary consents for our processing of Personal Data. If you register / create an account on the Site, you confirm that you have the requisite authority or consent to submit Shake Personal Data and Settlement Personal Data for our processing.

Account Creation

You are responsible for maintaining the confidentiality of your user ID and password, and for all activities that occur under your password or user ID. You agree to: (i) log out from your account at the end of each session; and (ii) immediately notify us at support@shake-legal.com of any unauthorised use of your password or user ID or any other breach of security.

You are responsible for all content that you transmit or otherwise make available to our Site. Your access to and use of this Site may be monitored for the purpose of identifying illegal or unauthorised activities and to ensure the continued operation of the Site for all users.

All personal data collected from you is governed by our Privacy Policy.

Data collection

In respect of Shake Personal Data, we use specific data points and other information gained from your profile, settings and interactions with the Site in order to (i) improve and enhance the Site and for other development, diagnostic and corrective purposes in connection with the Site; and (ii) disclose such data solely in aggregated or other de-identified form in connection with the Services.

For more information about how we use data please see our Privacy Policy, which is available via the link on the Site.

Customer support purposes

Occasionally you may contact us for customer support. It may be necessary for our team to access your profile page for the purpose of assistance, to enable them to see what you are having an issue with or for them to inspect a document you have referred to. This will only happen with your consent, such as where it is necessary to answer a question you have asked them via email support.

Once you have finished working with that team member, they will remove their access from your profile.

Security

We implement appropriate technical and organizational measures against accidental, unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.

Providing feedback

If you give us feedback on the Site, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary and implementation of that feedback is owned by us and may become part of the Site without compensation to you. We reserve all rights in and to the Site unless we expressly state otherwise.

No Legal or Financial Advice

The Site and related Services provide a platform to enable disputing parties to reach quick and cost-effective financial settlement of their disputes. We do not provide legal, financial or any other regulated advice through the performance of the Services or by granting you access to our Site, and our Site and customer support should not be used as a substitute for advice from qualified professionals.

Entering into Settlement Agreements

You represent and confirm that the purpose of the Services is the identification of Settlement Sums in relation to Disputes and that a binding Settlement Agreement is formed if a Shake identifies a Settlement Sum further to your use of the Services.

Conditions of using the Site and Services

By using the Site and our Services, you agree that:

By taking part in a Shake with a Counterparty you acknowledge that you are responsible for the content of the Settlement Agreement
Agreement of a Settlement Agreement is a pre-condition to a Shake
We are not responsible for and have not advised you on the terms of any Settlement Agreement
By entering into a Settlement Agreement on behalf of a Principal you represent that you have the authority to bind such Principal to the terms of the Settlement Agreement
You represent to us and the Counterparty that a submission of Settlement Proposals is an offer to enter into the Settlement Agreement subject to there being a successful Shake
You are responsible for the Settlement Proposals that you submit. Once you submit your Settlement Proposals, the Site will ask you to confirm that you have entered them correctly and that you are happy to proceed. We bear no responsibility for the consequences of mistakes or inaccuracies in your submission of Settlement Proposals.

If you breach any of these terms, without prejudice to our other rights, we reserve the right to suspend your access to the Services.

Confidential information

Confidential Information (personal, financial or other confidential, sensitive or proprietary information) includes non-public information regarding features, functionality and performance of the Service, non-public information data provided by you to us to enable the provision of our Services, information you submit to the Site and any other information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. Both of us agree:

to protect such Confidential Information and keep it strictly confidential;
not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information.

The foregoing provisions will not apply with respect to any information that any of us can prove:

is or becomes generally available to the public through no act or default by us;
was in its possession or known by it prior to receipt from the other party and is not subject to any other obligation of confidentiality;
was rightfully disclosed to it without restriction by a third party;
was independently developed without use of any Confidential Information owned by the other party; or
is required to be disclosed by law.

Proprietary Rights

We own and retain all right, title and interest in and to (a) the Services and Site, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with our Services, support or Site, and (c) all intellectual property rights related to any of the foregoing, including but not limited to all text, published material, document creation 'flow', sound, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, and 'look and feel' of the Site and any related Services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You will own all right, title and interest in and to your personal data and Confidential Information.

No rights or licenses are granted except as expressly set forth herein.

Payment of Fees

General payment information

Each time you use the Site, you shall be required to confirm your acceptance of the applicable fee and payment terms before you can proceed.

You will pay us the fees together with any VAT described for each Service you subscribe to or purchase in accordance with these Terms (the 'Fees'). We reserve the right to change the Fees or applicable charges and to institute new charges.

For purchases made on the Site, payment is due on the terms applicable to that purchase as displayed at the point of purchase.

Invoices

Invoices will be generated and sent to you by email on the completion of a successful Shake once the settlement figure has been reached. Except where otherwise provided, payment for invoices is due within 30 days of the invoice date.

If payment is not received by the due date, we reserve the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at the rate set by The Late Payment of Commercial Debts (Interest) Act 1998 and to charge all expenses of recovery (including reasonable legal fees), (ii) suspend your access to the Services until overdue amounts are paid in full, including any interest assessed on the overdue amounts, and (iii) terminate our agreement.

Term and Termination

Term of agreement

Subject to earlier termination as provided below, our agreement under these Terms shall continue unless terminated in accordance with paragraph 9.2 below.

Termination rights

For any material breaches of these Terms, either party may terminate the agreement with immediate effect. You will remain liable for any undisputed unpaid invoices issued before termination.

Any provision of this agreement that expressly or by implication is intended to continue in force on or after termination or expiry of this agreement shall remain in full force and effect, including but not limited to clauses 6, 7, 11, 12.1 and 12.4.

Some of the terms in our agreement will continue to be enforceable, even after termination including, without limitation, the right to be paid, confidentiality obligations, warranty disclaimers, and limitations of liability.

Our Site and Services are only for users in the United Kingdom.

Our Site and Services are only available to you if you and any Principal are established or resident in the United Kingdom.

Representations & Warranties

Appropriate use

You confirm that:

You are over 18 years of age;
You are only using the Site for your own use or with appropriate authority on behalf of a Principal;
You and any Principal are incorporated, established or resident in the United Kingdom;
The applicable law to the Dispute is that of England and Wales;
The underlying circumstances, facts and matters which gave rise to the dispute took place in the United Kingdom.
You will comply with all applicable laws in relation to the use of the Services; and
You will follow the user guides and any published policies we issue in relation to the Services.

Restrictions

You warrant that you will not, directly or indirectly:

Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ('Software');
Modify, translate, copy or create derivative works based on the Services or any Software;
Use the Site to distribute or promote any virus or malicious software;
Use our Site or Services other than for the purposes for which they are designed;
Remove any proprietary notices or labels; or
Attempt to gain unauthorized access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. In the event of a breach of this provision, your right to use our Services will cease immediately.

Your indemnity to us

You hereby agree to indemnify and hold us harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with any claim or action howsoever arising as a result of an alleged violation of these Terms or otherwise from your use of the Materials or Services.

Disclaimers & Limitation of Liability

Limitation of liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.

Except as this section expressly states, we and our officers, affiliates, representatives, contractors and employees are not liable to any person in respect of any matter arising out of these Terms in contract, tort, negligence or any other manner:

for loss or inaccuracy or corruption of data, the cost of procurement of substitute goods, services or technology or loss of business;
for any indirect, exemplary, incidental, special or consequential damages;
for any loss of profits or liquidated damages;
for any matter beyond our reasonable control.

Except as this section expressly states, in no event will our liability under these Terms in relation to a Shake exceed the fees actually paid by you to us in respect of the Shake.

Where our Site and any content uploaded by you or any other users contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

Allocation of Risk

You acknowledge and agree that the pricing of our Services reflects the exclusions and limitations of liability set out in these Terms.

No guarantee of uninterrupted service

Whilst we do not guarantee that our Site or any Services will always be available, we will use reasonable efforts consistent with prevailing industry standards to maintain the Site in a manner which minimises interruptions in the Services. The Site may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this on our Site, and we will aim to provide (where possible) an estimated time by which the Site will resume its normal service.

Disclaimer of warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OUR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN 'AS IS' BASIS AS DESCRIBED IN THESE TERMS AND THE 'HOW IT WORKS SECTION' OF THE WEBSITE. WE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF OUR SITE OR SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION(S). YOU ACKNOWLEDGE AND AGREE THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY US WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

Miscellaneous

These Terms, along with our Privacy Policy and Cookie Policy, constitute the entire agreement with respect to access to and use of the Site and related Services. Our obligations, if any, with regard to our Site and Services are governed solely by the agreements pursuant to which they are provided and nothing on our Site.

If any reference in these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated so that these Terms will otherwise remain in full force and effect and enforceable.

Our agreement under these Terms may not be assigned, transferred or sub-licensed by you except with our prior written consent. We may transfer and assign any of our rights and obligations under these Terms without your prior consent.

Our agreement under these Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. All waivers and modifications must be in writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment is created as a result of the agreement under these Terms and you do not have any authority of any kind to bind us in any respect whatsoever.

In these Terms, unless the context requires, references to the singular include the plural and references to persons are to legal or natural persons whether incorporated or not.

All notices under these Terms will be deemed to have been duly given when received or, if sent by email, at 9am the next working day.

These Terms, their subject matter and their formation (and any non-contractual disputes or claims) will be governed by the laws of England and Wales and we both agree to the exclusive jurisdiction of the courts of England and Wales.