Lexology Report Store Purchase Agreement

The following T&Cs apply to your order on the Lexology Report Store:

1. Scope of Agreement

These are the conditions of the contract between you, the Client (“you” and “your”) and Lexology Report Store (“Lexology Report Store”, “Store”, “we”, “us” and “our”) governing your use of our services, as set out in your purchase order. This agreement constitutes the entire agreement between Lexology Report Store and you. All prior agreements, understandings and negotiations and representations (save for fraudulent misrepresentation) whether oral or in writing are cancelled in their entirety. The terms of any other electronic communications will not form part of this agreement.

Lexology Report Store (www.lexology.com/store) is a site owned and operated by Law Business Research Ltd, a company registered in England & Wales (No 3205159) with registered offices at St Brides House, 10 Salisbury Square, London, EC4Y 8EH, UK.

“Partners” refers to third parties whose reports are sold through Lexology Report Store.

2. Report Purchase Order

Report Purchase Orders (submitted online at www.lexology.com/store or by email) or shall only be binding when accepted by us. You shall not cancel or amend the Report Purchase Order unless we have given our prior written consent. We shall assume that any person who places a Report Purchase Order on your behalf can bind you legally.

3. Ownership

The legal and beneficial interest in all copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the Product belonging to us, our Partners or our licensors, as the case may be, at all times. You obtain no ownership rights in the Product or any of the Intellectual Property Rights pursuant to or arising out of this Agreement.

4. Grant of Licence

We, or our Partners, grant you a non-exclusive, non-transferable licence to use the products described in the Report Purchase Order (“Product”). You warrant that you shall only use the Product for your business purposes in accordance with this agreement and shall not, without our prior written consent, make available, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, broadcast or otherwise circulate the Product (or any part of it) to any person other than in accordance with these terms and conditions. You further warrant that you shall comply with all applicable laws and regulations and shall not knowingly use the Product for any improper or unlawful purposes.

5. Licence

Unless stated otherwise on the Report Purchase Order, the product is licensed to you on a single user basis. Only the user named on the Report Purchase Order as the customer may use the product as outlined in this agreement. Additional user licences may be purchased by you at the prevailing standard list prices for single users or site or enterprise licences. You warrant that you will use appropriate controls to ensure that the licence is not breached by you or other users and agree that any breach may cause us irreparable harm. You agree we have the right to charge additional fees for unauthorized usage in line with our standard list prices. This clause survives termination of the Agreement.

6. Fees & Payment Terms

Payment is due in full prior to delivery of any product and is normally processed online by credit card. We shall invoice you, plus VAT if applicable, for fees payable by you to us under this Agreement (“Fees”) upon our acceptance of a Report Purchase Order. Unless indicated otherwise on the Report Purchase Order you will pay all invoices on receipt of that invoice. Should your account fall overdue then interest will be charged at a rate of 3% per annum above NatWest’s base rate from time to time in force together with compensation for debt recovery costs pursuant to the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by The Late Payment of Commercial Debts Regulations 2002. Interest will be calculated daily form the due date to the payment date.

7. Warranty & Indemnity

You warrant and represent to us that you have all necessary rights to grant the rights and licences set out in your contract with us. You agree that there have been no guarantees made by us for this report and that no employee of Law Business Research Ltd or our Partners has made a promise or commitment that does not appear here. You agree to indemnify and hold Law Business Research Ltd and any of our Partners, officers, employees and agents harmless from and against all claims, liabilities, expenses, losses, cost or damages incurred or suffered and any claims of legal proceedings which are brought or threatened, in each case arising from any violation or infringement of third party rights, or any breach of any of these terms and conditions.

8. Liability

In the event of an error caused by us or others in any reports or tabulations supplied to you, we will use our reasonable endeavours, in conjunction with our Partners where appropriate, to correct the error at our own expense, but will not be held liable for the consequences of the error beyond the provision of corrected reports and tabulations. To the furthest extent permitted by law, we do not accept liability for any claims, liabilities, expenses, losses, costs or damages (including without limitation, damages or any consequential loss or loss of business opportunities and/or profits) however arising from the use by the client of the data provided by Law Business Research Ltd or our Partners to the client. In addition we do not accept liability for any errors or omissions or claims for losses arising from any free of charge services. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall not exceed the total Charges received by us from you for services outlined in your Report Purchase Order. Every care is taken to avoid mistakes but we cannot accept liability for any errors due to you, your third parties, sub-contractors or inaccurate instructions from any of the foregoing. Any third party booking from any agent will be deemed jointly and severally liable with the agent’s client to us in respect of all matters including charges relating to the booking and conditions therein contained. No action arising out of this agreement (other than action by Law Business Research Ltd for the recovery of fees owed by you) may be brought more than one year after the cause of action first arose.

9. Confidentiality

Neither party shall, except as required to perform our and/ or your respective rights and obligations, use, copy, adapt, alter, disclose to any third party or part with possession of any information or data of the other party which is disclosed or otherwise comes into our or your possession directly or indirectly as a result of these Terms and which is of a confidential nature, in writing marked confidential or, if disclosed orally, reduced to writing and marked confidential within 30 days of the date of such disclosure (“Information”). This obligation shall not apply to information:

a) The receiving party can prove was in its possession at the date it was received or obtained.

b) The receiving party obtains from some person other than us, you or an Affiliate with good legal title thereto.

c) Comes into the public domain otherwise than through the default or negligence of the receiving party.

d) Is independently developed by or for the receiving party.

10. Force Majeure

We will not be liable for any delay or failure to perform any obligation under this Agreement due to any event beyond our reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, labour dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of services and platforms used to operate our electronic media.

11. Third party rights

You may not resell, assign or transfer any of your rights under this contract without our written consent. Any attempt to resell, assign or transfer rights without our consent will entitle us to cancel the contract without liability to you. A person who is not party to this contract has no right under the Contracts (Rights and Third Parties) Act 1999 to rely upon or enforce any terms of this agreement.

12. Changes

Changes to these terms and conditions can only be made in writing. Printed terms and conditions in any additional documents issued by you or your agent will not be recognised as binding.

13. Data Protection

Law Business Research Ltd is subject to the UK Data Protection Act 1998 and is registered in the UK with the Information Commissioner to process your personal information. Our primary goal in collecting personal information from you is to give you an enjoyable customised experience while allowing us to provide services and features that most likely meet your needs. We collect certain personal information from you, which you give to us when using our Sites and/or registering or subscribing for our products and services. The information provided will be held on our database.

Where the report is not published by Law Business Research Ltd, your details will be made available to our Partners for the fulfilment of your order.

If you do not want us to continue using this information please notify us at [email protected]. Any personal information supplied to Law Business Research Ltd as part of this registration process and/or any other interaction with Law Business Research Ltd will be collected, stored and used by Law Business Research Ltd and its subsidiaries, related companies or affiliates in accordance with the Law Business Research Ltd Privacy Policy.

14. Governing law

This Agreement is governed by English law and each party agrees that the courts of England and Wales will have exclusive jurisdiction to deal with any disputes arising out of or in connection with this Agreement.

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