Customer Agreement

(Last updated: 12 June 2025)

This Customer Agreement (agreement) applies if you set up a Navigator™ account as a registered user.

About us

• LegalOps Navigator is a trading name of The Emerson Partnership Limited (Co.No. SC706447) which has its registered address at 69 Kinghorn Road, Burntisland, Fife KY3 9EB.

• We are not a regulated law firm and we are not providing services in that capacity. Navigator is not a legal advice service. Any content provided by us is provided as general guidance only and has not been tailored to address your particular requirements. Allowing you to use Navigator does not constitute the provision of legal advice by us to you or your organisation.

Use

• Subject to this agreement, we grant you a non-exclusive, worldwide right to use Navigator and related support and advisory services for your internal business purposes.
  
  
• Except as otherwise permitted by this agreement, you will not: (a) rent, lease, sell, distribute or sublicense Navigator, (b) provide access to Navigator to a third party, other than to permitted users, (d) develop a similar or competing product or service, (e) reverse engineer, decompile, disassemble or seek to access the Navigator source code, (f) modify or create derivative works of Navigator or (i) violate any other policies that we may issue from time time.

• When using Navigator, you will not (and you will not attempt to, or permit, instruct, or assist anyone else to):
  
  
  • do anything unlawful, immoral, improper or that breaches any obligation in this agreement;

• upload, store, transmit, distribute, redistribute or otherwise make available, any material that is harassing, racist, discriminatory, defamatory, obscene, pornographic, sexually explicit, threatening, offensive, abusive, illegal, fraudulent, misleading or false, or which in our opinion may be construed as such;
  
  
  • do anything which jeopardises or impairs (or which could reasonably be expected to jeopardise or impair) the operation of Navigator;

• do anything that damages or impairs (or which could reasonably be expected to damage or impair) our reputation and/or the services that we offer; and/or
  
  
  • infringe our or any third party’s rights, including but not limited to privacy rights, rights to keep information confidential and intellectual property rights.

• You are solely responsible for the content that you add to your Navigator account (your content). We will not check your content and we will not monitor or maintain your content.

• Navigator is a hosted service and we will host and retain and, to the extent necessary for us to provide Navigator to you, you grant us all necessary rights and licences to use: (a) your content; (b) your registered user details; and (c) details of your use of Navigator.

Users

• You must ensure that each of your users keeps their login credentials confidential. You must promptly notify us if you become aware of any unauthorised access to any user login credentials or other unauthorised access to or use of Navigator.

Security

• We maintain an information security program that uses appropriate physical, technical and organisational measures designed to protect your data from unauthorised access, destruction, use, modification or disclosure.

Fees and payment

• You and we will agree the amount you will pay annually for your account subscription, based on the number of users that you want to set up to use your account. All fees are exclusive of applicable taxes which shall be paid by you.

• We may increase the price of your subscription, but we will give you at least 30 days’ notice of that price increase and it will only take effect at the start of a new 12-month subscription period.

• You will pay our valid invoices within 30 days of you receiving it.
  
  
• We may suspend your right to use your account if payment is overdue and we have given you at least 7 days’ written notice.

• Except as otherwise provided in this agreement, all fees are non-refundable and non-cancellable.

Availability, maintenance and access

• Except as expressly provided in this section, Navigator and any support or advisory services are provided on an “as is” and “as available” basis.  We will use reasonable endeavours to ensure that any planned maintenance takes place only between 1800 and 0800 Monday to Friday, or between 1800 on a Friday and 0800 on a Monday.

• We are not responsible for problems with internet traffic or for any other factors beyond our reasonable control which prevent or otherwise detrimentally affect access to Navigator. We are not responsible for any delays, delivery failures, service outages or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that Navigator may be subject to limitations, delays and other problems inherent in the use of services provided over the internet.

• We will use reasonable skill and care, in accordance with good industry practice, to keep the site secure and to prevent unauthorised access.

• To use Navigator, you will need appropriate web browser software and internet access. We are not responsible for providing that software or that access.

Warranties and liabilities

• We make no warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement.

• We do not warrant that your use of Navigator will be uninterrupted or error-free. We are not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside our control.

• We warrant that: (a) we will not materially decrease the functionality or overall security of Navigator during the period of your subscription, and (c) we will use reasonable efforts to ensure that Navigator is free of any viruses, malware or similar malicious code. 

• If we breach any of the performance warranties described above and you make a reasonably detailed warranty claim within 30 days of discovering the issue, we will use reasonable efforts to correct the non-conformity. If we determine that remedy is impracticable, either party may terminate the account subscription and, provided the issue has not arisen as a result of your unauthorised use or modification of Navigator, we will refund to you any pre-paid, unused fees for the terminated portion of the subscription period. These steps are your exclusive remedy and our entire liability for breach of a performance warranty.
  
  
• To the maximum extent permitted by law:
  
  
  • neither party will have any liability for any loss of use, lost data, lost profits, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.

• each party’s entire liability arising out of or related to this agreement will not exceed in aggregate the amounts paid to us for your Navigator subscription during the 12 months preceding the first event out of which the liability arose.

Intellectual property

• Nothing in this agreement shall grant you any title to any of our intellectual property rights or third parties. All intellectual property rights in Navigator including (but not limited to) its design, text, graphics, know-how, layout and all software compilations, underlines, source code, software, databases and content, including the content provided by us are owned by us.

• You acknowledge that any intellectual property rights related to Navigator that arise from the your or authorised users’ suggestions or ideas will vest in the Provider. You grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate those suggestions and ideas into our products and services as we see fit.

Privacy and your information

• Processing of personal information is regulated in the UK by the retained EU law version of the General Data Protection Regulation EU 2016/679 (UK GDPR) as supplemented by the Data Protection Act 2018 and other laws relating to privacy and electronic communications in force from time to time (together referred to as data protection law).
  
  
• Personal data is information about individuals who are identified or capable of identification.

• In the ordinary course of providing Navigator and for internal administrative purposes arising from the relationship between you and us, we will collect, hold and use personal information about you. In processing this personal information, we act as an independent controller, and is therefore responsible for complying with data protection law in respect of that personal information.

• In general terms, we use that personal information for the purposes of meeting legal requirements, providing Navigator to you and internal administrative purposes arising from the provision of Navigator.
  
  
• If you disclose personal information of others to us for the purposes of providing our services to you, you are responsible for ensuring such disclosure is fair and lawful and does not contravene data protection law. Where appropriate, you should draw their attention to our privacy notice.

• We may contact you to provide information about updates to Navigator and other things that we believe will ensure you get the most from our subscription. You can tell us at any time if you would like to opt out of these updates.

• We may use data generated by your use of Navigator for statistical, analytical and marketing purposes.

• Further information about how we handle your personal information can be found in our Privacy Notice.

Term and termination

• This agreement starts on date your account is activated (start date) and remains in effect until access to your account is terminated in accordance with its terms (agreement term).

• The initial term begins on the start date and lasts for 12 months, at which point it will automatically renew for successive 12-month terms unless either you or we provide written notice of non-renewal at least 60 days prior to the expiration of the current term.
  
  
• You can terminate your account subscription at any time, but you will not be entitled to any refund of any fees already paid and any amounts due will become payable immediately.

• You or we may terminate this agreement immediately by giving written notice to the other party if the other party commits a material breach of this agreement or persistent breaches which, when taken together, can reasonably be considered to constitute a material breach that is not remedied within 30 days of receiving written notice specifying the breach and requiring it to be remedied; 

• Upon termination of this agreement, if requested by you within 1 week of termination, we will return to you (or otherwise make available functionality for you to download) a copy of your content in a commonly used, machine-readable format. Following its return, we will delete all your content from our systems unless retention is required to comply with legal or regulatory obligations.

Publicity

• If you or your clients are a registered user of Navigator, we may use company logos in our promotional materials. If you ask us, we will promptly stop doing so.

Assignment

• You may not assign or transfer any of your rights or obligations under this agreement without our prior written consent. However, you may assign this agreement to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under this agreement. 

• We may assign our rights and obligations under this agreement without your consent. 
  
  

Governing law and jurisdiction

• Scots law will apply to this agreement and any disputes arising from this agreement will be dealt with in the Scottish courts.