Lexology Subscription Agreement

Defined Terms

Contributions” means all legal articles provided by the Contributor, as defined in clause 1, pursuant to this Agreement, as well as any press releases disseminated by the Contributor or with its permission which are used by the Publisher in accordance with this Agreement;

Intellectual Property Rights” means all copyright, patents, trade marks, service marks, database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world with any such rights;

Permitted Acts” means the Product is used in compliance with the terms of the Agreement and all applicable laws and regulations;

Product” means all products (including information, data and reports) as described in the Order Form;

Public Firm Updates” means all publicly available information and updates regarding the profile of the Contributor (such as its office locations and areas of practice) and its day-to-day commercial activities (such as information regarding particular deals or litigation the Contributor has handled).

“Restricted Acts” means:

  • to make available, copy, reproduce, retransmit, disseminate, sell, licence, distribute, publish, broadcast or otherwise circulate the Product (or any part of it) to any person other than in accordance with this Agreement;
  • make copies, electronic or otherwise, of multiple extracts of the Product for any purpose;
  • this will not include Contribution and Public Firm Updates provided by the Contributor
  • distribute or display any of the Product on any electronic network or otherwise, including without limitation the internet and the World Wide Web.

1. Scope of Agreement

This Agreement is made between Law Business Research Ltd (“the Publisher”, “We”, “Us”, “Our”), trading as Law Business Research, provider of Lexology at www.lexology.com (the Product), and you, the Contributor (“You”, “Your”). 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.

2. Ownership

The legal and beneficial interest in all Intellectual Property Rights relating to the Product belong to the Publisher, the holding company, 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.

3. Grant of Licence

We grant you a non-exclusive, non-transferable licence to use the Product for the term of this Agreement only and for the Permitted Acts. Such licence terminates upon termination, for whatever reason, or non-renewal of the Agreement. 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 use the Product for any Restricted Acts.

4. Content Responsibilities

The Publisher will host firm and author profiles at www. lexology.com for the Agreement term as specified in this Agreement from the Agreement Start Date. The Publisher will publish the Contributions and the Public Firm Updates (as applicable) for the term of the Agreement as set out below. The Contributions shall be timely in nature, meaning that they shall discuss case law or legislative developments that are not more than one month old, or topics of a general nature that are not time sensitive. We retain full editorial approval over all Contributions and positioning of the Contributions on our website will be at our sole discretion. We reserve the right to withdraw or reject the material supplied by you for the Contributions if your material falls outside of Lexology’s editorial parameters (e.g. promotional materials, deals or personal opinion pieces etc.) or is otherwise deemed unsuitable for publication which will not affect your obligation to pay for your subscription in full. 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 Contributions may be delivered by email, RSS or other electronic delivery to subscribers of www.Lexology.com in a timely manner, as detailed in the Order Description section of this Agreement. When any Contributions are distributed or published they will be clearly attributed to the Contributor.

5. Rights

The Contributor grants the Publisher an irrevocable, perpetual, royalty-free licence to use, amend, publish or reproduce the Contributions and portions thereof in accordance with this Agreement. The Contributor remains the owner of the copyright in the Contribution. 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 this Agreement.

6. Access

The Publisher will grant to the Contributor subscription access to read the content and intelligence at www.lexology.com for the duration of this Agreement. We shall be entitled to suspend, restrict or terminate access to the Product or to modify any part of the Product for any reason, including maintenance of the Product, at any time. We shall use reasonable endeavours to ensure as little disruption to you as reasonably practicable.

7. Warranties

We shall use best endeavours to ensure the Product is provided to you in accordance with any specifications set out in the Order Form. We do not warrant that the Product will meet your requirements or that it will be complete, error free or delivered without interruption. Intelligence contained within the Product is based on information gathered in good faith. We can accept no liability whatsoever for actions taken based on any information that may subsequently prove to be incorrect. Except as expressly set out in this Agreement, all express or implied representations, warranties, conditions and undertakings are excluded to the maximum extent permissible by law. You assume sole responsibility for the selection, suitability use of or reliance on the Product and any information contained within the Product and acknowledge that except as stated above we do not provide any additional warranties or guarantees relating to the Product. This clause survives termination of the Agreement. The Contributor warrants to the Publisher that its works as furnished hereunder do not violate or breach any existing Intellectual Property or contain defamatory or libellous material and that they are original works. The Contributor will indemnify (to the value of this agreement) and hold harmless the Publisher against any loss, injury or damage occasioned in connection with or in consequence of a breach in the foregoing warranty.

8. Liability

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 or inability to use the Product, or any of its contents, or from action or omission taken as a result of using the Product or any such contents. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall not exceed the total amount received by us from you for the use of the Product in the preceding full year period.

9. Invoice & Settlement

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.

10. Suspension

If sums remain outstanding 45 days from date of invoice, we reserve the right in our absolute discretion to immediately (i) suspend your Articles from the intelligence service and/or (ii) remove your access to our website. Access to the Product and provision of Contributions may be resumed in our sole discretion following payment, and 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 this Agreement or any other remedies available to us.

11. Cancellation

Cancellation of this Agreement is at our sole discretion 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 this carries a fee of 100% (plus VAT if applicable) of the Agreement value. All sums in this clause are payable 30 days following the date of our written permission to cancel.

12. Term & Termination

This Agreement commences on the Agreement Start Date as detailed in the Order Description section of this Agreement and will continue initially for the Agreement Duration as detailed on the Order Form section of this Agreement. Unless specifically stated in any offer or promotion when you send us a signed Agreement, you agree that unless either party has given the other a valid notice to terminate, your subscription will automatically renew for a 12 month period after the anniversary of the start date and then on each subsequent anniversary for a further 12 month period, at the then prevailing 12 month renewal rate for the subscription service which you have chosen. Either party not wishing to automatically renew their contract on the anniversary date must give at least one month’s calendar notice before the anniversary date. This is without prejudice to any other rights of termination expressed in these Terms and Conditions.

13. 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.

14. Data Protection

The Publisher processes all data in accordance with its Privacy Policy, available at www.lexology.com/Privacy. The Publisher is committed to providing a compliant, secure and consistent approach to data protection and meeting the demands of the General Data Protection Regulation (GDPR). Our full GDPR compliance statement is available at www.lbresearch.com/gdprcompliance.

15. General

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 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.

16. Governing Law

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.

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