“Audit” means an inspection of whether the Product is used by personnel other than Authorised Users or whether, upon termination, the post-termination provisions of clause 14 have been adhered to
“Auditor” means an independent auditor appointed as set out in clause 8;
“Authorised Users” means any employee of the entity named as the customer on the Order Form who is authorised to use the Product on behalf of such customer;
“Intellectual Property Rights” means all copyright, patents, trademarks, 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:
“Restricted Acts” means:
This Agreement is made between Law Business Research Ltd (“the Publisher”, “We”, “Us”, “Our”), trading as Law Business Research Limited, provider of Lexology at lexology.com (the Product), and you, the Client (“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.
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.
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.
The Order Form lists the amount of Authorised Users. Each Authorised User will provide us with a separate user name in the form of a business email address, and will access the product by use of a password and will receive information by email. It is your responsibility to ensure that the details of each Authorised User are sent to us promptly and to ensure that all Authorised Users request passwords. No refunds or pro rata discounts will be given for unused Authorised Users or for details provided to us in error. You shall maintain administrative controls to ensure the security of the passwords and shall immediately notify us upon first suspecting or becoming aware of any unauthorised use of a password. You shall ensure the Product is only made available to and accessed by Authorised Users in accordance with the Agreement. You shall ensure Authorised Users do not share passwords or user names and do not make the product available to any third party. We shall be entitled to assume that any acts or dealings made through the website where a valid password has been entered are made by the Authorised User allocated that password and that such dealings are made on your behalf.
The Publisher will grant to the Client subscription access to read the content and intelligence at 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.
We shall use best endeavours to ensure the Product is provided to you in accordance with any specifications set out in the Agreement. 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.
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.
An Auditor may be appointed as agreed between you and us and at our expense with access to premises to perform an Audit. Any such Audit shall take place during your regular business hours and shall not unreasonably interfere with your business activities. Only one Audit shall be allowed in any calendar year. You and We will be given a written report by the Auditor which shall be conclusive and confidential. If an Audit reveals that the Product is used by personnel who are not Authorised Users you agree to promptly reimburse us for any underpaid licence fees (at the then current list price) together with any costs incurred by us in carrying out the Audit. In addition, you acknowledge that in such circumstances we reserve the right, at our discretion, to terminate this Agreement.
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.
If sums remain outstanding 45 days from date of invoice, we reserve the right in our absolute discretion to remove your access to our website. Access to the Product 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.
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.
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. 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. Immediately following termination you shall cease using any password provided in relation to the Product access and, if we so require, delete from all computer hardware and storage media and otherwise destroy copies of all the Product that we have made available to you. You shall warrant that you have done these acts within seven (7) days of termination and provide us with certification thereof and pay us any fees that are outstanding. This is without prejudice to any other rights of termination expressed in these Terms and Conditions.
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 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.
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.