“Contribution” means the exclusive article provided pursuant to this Agreement, consisting of answers to the template questions set by the Publisher on the Work Area and Territory as outlined in this Agreement, or other submitted content as agreed with the Publisher.
“Edited Article” means any Contribution which has been amended or altered in any way by the Publisher following submission.
This Subscription Agreement (the “Agreement”) is made between Law Business Research Ltd (“the Publisher” (“We”, “Us”, “Our”), trading as Law Business Research, provider of Lexology Getting The Deal Through (Lexology GTDT) at www.lexology.com/gtdt (the “Publication”), and you, the Client (“You”, “Your”) for the exclusive rights to be the contributor on Lexology GTDT for a specific territory from the Publishing Date as outlined in this Subscription Agreement. This Agreement takes priority over all prior agreements and representations (save for fraudulent misrepresentation) whether oral or in writing, relating to its subject matter. The terms of any other electronic communications will not form part of this agreement.
You are responsible for providing us by email with the Contribution. You will receive a proof of the Contribution for your approval and any changes must be sent to us in writing by the return date shown on the proof. If the Contribution is provided in a different form to that specified, then you will be responsible for any reasonable costs that may arise in preparing the Contribution. Failure by you to supply the necessary copy for your Contribution in the form specified by the Copy Date Deadline as set out at the first page of this Agreement will not affect your payment obligations outlined below. The Publisher will edit the Contribution and publish the Edited Article. We retain full editorial approval over the Contribution and positioning of the Contribution or Edited Article on our website will be at our sole discretion. The Publisher will host the Edited Article, firm and author profiles at www.lexology.com/GTDT for the Agreement term as specified in the Agreement. The Target Publishing Date as outlined at the first page of this Agreement is at the discretion of the Publisher and we reserve the right to delay this date which will not affect your payment obligations below. We reserve the right to withdraw or reject the material supplied by you for the Contribution which will not affect your obligation to pay. In using our services you agree to abide by all applicable laws, regulations and codes of conduct and you will not engage in any activities relating to our services or the website that are contrary to such laws, regulations and codes.
The Contributor hereby irrevocably assigns to the Publisher all rights in the Chapter (the ‘”Assigned Rights”) by way of present assignment of present and future rights, title and interest with full title guarantee, absolutely and free from all encumbrances together with all accrued rights of action in respect of any infringement of any of the Assigned Rights, including the right to retain any damages obtained as a result of such action, and to perpetually hold the same to the Publisher, its successors in title and assigns absolutely. The Contributor hereby waives all moral rights in and to the Chapter save that the Publisher agrees to acknowledge the Contributor as the author of the Chapter. The Publisher is the owner of the copyright in the Template Questions. The Edited Chapter as published by the Publisher may be republished or reproduced by the Contributor only with the prior written consent of the Publisher, such consent not to be unreasonably withheld. The Contributor must attribute the Publisher as the original source of publication for the Edited Chapter. The above will not operate as an assignment of your trade marks, service marks and logos which will remain your property. However, you hereby grant to us a world-wide, non-exclusive, fully paid licence to reproduce and display all trade marks, service marks and logos contained within the Contribution for the duration of the agreement. The Publisher hereby grants a non-exclusive licence to the Contributor for the Term of the Agreement solely for the purpose of publishing the Chapter in PDF form on any website(s) owned or operated by the Contributor (or the Contributor’s firm’s website). The Contributor can send the Contribution to anyone it chooses in PDF form but may not post the Contribution on a third party website or publish it elsewhere. The Contributor acknowledges and agrees that any proposed use of the Contribution that is beyond the scope of this licence shall require prior written approval from the Publisher.
The Contributor will receive author passwords for Lexology GTDT at the Fee as outlined in the Agreement payable in instalments as outlined and payable thereafter on each anniversary of the Payment Date. Any amounts payable to Law Business Research Limited shall be free and clear of any and all taxes. In case of any tax to be withheld the amounts to be paid by the Contributor shall be increased to include such taxes and to result in a net amount to be received by Law Business Research Limited in the full amount of the fees invoiced, as if such withholdings had not taken place. Where the Publisher receives funds from the Contributor that appear to be in excess of the agreed Fee, the Publisher will request from the Contributor clarification for what the apparent excess of the Fee relates to and then retain, reallocate or refund these funds accordingly, the Contributor agrees that if after nine months from the date of receipt and three requests for clarification without a suitable response, the Publisher may retain these funds and is under no obligation to refund or reallocate them.
The Contributor undertakes to distribute the Publication to its professional peers, clients and prospective clients. The Publisher shall use reasonable endeavours to market the Publication to in-house counsel, private practice law firms, and relevant legal conference delegates each year during the Term. The Publisher will also ensure that the Contribution is published on www.lexology.com/gtdt. The distribution of the Publication shall be in the Publisher’s sole reasonable discretion. We may identify you as a recipient of our products and services and use your company logo within sales presentations, marketing materials and our websites solely for the purpose of marketing Lexology GTDT products and services.
The Contributor warrants and undertakes that (i) it is the sole legal and beneficial owner of the Assigned Rights, (ii) the Contribution is the Contributor’s original, independent work; and (Iii) the Contribution and Assigned Rights do not infringe any intellectual property rights of any third party and do not contain defamatory or libellous material. The Contributor will indemnify and hold harmless the Publisher against any loss, injury or damage occasioned in connection with or in consequence of a break in the foregoing warranty.
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 for any consequential loss or loss of business opportunities and/or profits) however arising from the use of the Contribution. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall not exceed the total amount paid by you in the preceding full year.
An invoice, with applicable VAT, will be raised on receipt of this Agreement. All prices are exclusive of any VAT, local sales or withholding taxes that may apply. Unless expressly agreed otherwise in writing, payment will be due 30 days from the date of invoice. Should your account fall overdue then interest will be charged at a rate of 3% per annum above the Bank of England’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 from the due date to the payment date. In addition, we reserve the right in certain circumstances to modify our payment terms to require full payment in advance and / or require you to provide such other assurances as we may require to secure your payment obligations.
This Agreement represents a legally binding contract between you and us. A cancellation may only be made at our sole discretion and with our written consent. If we agree to a cancellation prior to invoicing then a fee of 50% (plus VAT if applicable) of the Agreement value will be charged. If we agree to a cancellation after invoicing then a fee of 100% (plus VAT if applicable) of the Subscription agreement value will be charged. All sums charged under this clause will be payable 30 days following the date of our written permission to cancel.
If sums remains outstanding forty five (45) days from the date of invoice, we reserve the right in our absolute discretion to immediately (i) suspend your Contribution preparation and/or (ii) remove all Contributions from our website. Upon your payment of any such outstanding sums owed to us, we may in our sole discretion allow you to resume your representation and if any Contributions are reinstated your contract period shall thereafter be the remainder of the term of this Agreement from the date of reinstatement until contract expiry. This shall not in any way affect our right to terminate the contract or any other remedies available to us.
This Agreement commences for an initial term and ends as outlined on your Order Form. Unless you or we have given the other party a valid notice to terminate, this Agreement will automatically renew for the period as agreed on the order form on page 1 of This Agreement and then on each subsequent anniversary for a further period as agreed on the Order Form on page 1 of This Agreement at the prevailing renewal rate for the subscription service you have chosen. Either party not wishing to automatically renew this Agreement on the anniversary date must give at least one month’s calendar notice before the anniversary date. You shall also pay to us any fees that are outstanding.
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.
You may not resell, assign or transfer any of your rights under this Agreement without our written consent. Any attempt to resell, assign or transfer rights without our consent will entitle us to cancel this Agreement without liability to you. A person who is not party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any terms of this Agreement. We may assign any of our rights to any subsidiary or affiliated company or third party or as part of a merger, reorganisation or sale of our business. Changes to this Agreement 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.
This Agreement is governed by English law and each party agrees that the courts of England will have exclusive jurisdiction to deal with any disputes arising out of or in connection with this Agreement.