THIS AGREEMENT is made between Subscriber (as defined in the Order Form attached as Schedule A of this Agreement)
and
Sweet & Maxwell of 100 Avenue Road, London, NW3 3PF ("Supplier") which expression shall, where the context admits, include the Supplier's assigns or successors in business as the case may be of the other part (on behalf of Thomson Reuters(Legal) Limited (Company No. 1679046) of 100 Avenue Road, London NW3 3PF).
WHEREAS IT IS AGREED AS FOLLOWS:
1. Definitions
"Additional Terms" means those terms and conditions applicable to specific Features (including those terms relating to charges) which are different to those set out in this Agreement.
"Affiliates" means entities who control, are controlled by or are under common control with Supplier.
"Commencement Date" means the date specified as such in the Order Form.
"Contributors" means those third parties providing Features for inclusion in the Service
"Data" means the data made available to Subscriber under this Agreement (which includes Downloaded Data as defined below).
"Downloaded Data" means insubstantial portions of the Data downloaded and temporarily stored to a storage device under Subscriber's exclusive control.
"Features" means Supplier Databases, Third Party Databases, and in addition various services, functions and remotely accessed gateways provided by third parties.
"Order Form" means any order form attached as Schedule A to this Agreement setting out the Data and Features available to Subscriber and the Subscription Charges.
"Subscription Charges" means those charges made from time to time by Supplier for access to the Service.
"Subscription Period" means each 12 month period from the Commencement Date or such other period as the Publishers may subsequently notify by way of a renewal notice.
"Supplier Database" means a database identified as owned by Supplier and/or its Affiliates
"the Service" means "Localaw.co.uk" an internet-based means of access to certain Data and Features offered to Subscriber from time to time at Supplier's sole discretion.
"Third Party Database" means a database owned by a third party who has licensed Supplier to provide that database as part of the Service.
"Trial" means access to the Service granted by Supplier for the purpose of potential subscriber assessing whether to subscribe to the Service.
"User" means an employee of Subscriber entitled to access the Service by virtue of this Agreement.
"Work Product" means Subscriber's own documents, memoranda, advices, briefs and other materials whether in print or in electronic form created by Subscriber in the regular course of Subscriber's business.
2. Licence
2.1 Grant2.1.1 Supplier hereby grants to Subscriber a non-exclusive, non-transferable, limited licence to access and use the Service for the number of Users specified in the Order Form in accordance with the terms and conditions of this Agreement.
2.1.2 Certain Features are licensed subject to Additional Terms, all of which take precedence over the Licence granted in this clause.
2.1.3 Except as otherwise provided, the licence includes the right to:
- (a) download and temporarily store insubstantial portions of Data ("Downloaded Data") to a storage device under Subscriber's exclusive control to:
- (i) display internally such Downloaded Data; and/or
- (ii) quote and excerpt from such Downloaded Data (appropriately cited and credited) by electronic cutting and pasting or other means in Subscriber's own Work Products.
- (b) Subscriber may also create printouts of insubstantial portions of Data for internal use and for distribution to third parties if such third parties agree not to further distribute the printouts.
- (c) Nothing in this sub-clause 2.1.3 permits the regular and/or systematic dissemination of Data or parts thereof (whether or not insubstantial) internally or to third parties.
2.2.1 Except as expressly permitted by this Agreement, or with Supplier's prior written permission, Subscriber may not themselves:
- (a) copy, download, store, publish, transmit, transfer, sell or otherwise use the Data or any part of the Data in any form or by any means;
- (b) re-use, assume, decompile, reverse engineer, disassemble, attempt to discern the source code or interfere in anyway with the Data or Features or any part thereof;
- (c) modify or make any alterations, additions or amendments to the Data;
- (d) combine the whole or any part of the Data or Features with any other software, data or material; or
- (e) create derivative works from the whole or any part of the Data nor shall Subscriber allow any third party to do the same.
2.2.2 Subscriber may use Data cached in Subscriber's local disk drive solely in support of its use of the Service.
2.2.3 Certain software used by Subscriber may not be capable of supporting the Service, and the performance of the Service will vary with the hardware on which it is used.
2.2.4 Downloaded Data shall not be stored or used in an archival database or other searchable database except as expressly permitted by this Agreement or as quoted in Subscriber's Work Product.
2.2.5 Subscriber shall not sell, licence or distribute Data (including printouts and Downloaded Data) to third parties or use Data as a component of or as a basis for any material offered for sale, licence or distribution. For the avoidance of doubt remuneration for Work Product that contains Downloaded Data in accordance with this Agreement shall not be considered "selling" for the purposes of this sub-clause.
2.2.6 Subscriber undertakes to use its reasonable endeavours to ensure that the Service shall not be accessed or used by third parties other than those entitled to do so by virtue of this Subscriber Agreement.
2.2.7 Subscriber shall use its reasonable endeavours to keep any Downloaded Data secure and to prevent any third party duplicating or otherwise reproducing in whole or in part Downloaded Data other than for the exercise of the rights granted by this Agreement, and shall use its reasonable endeavours to prevent whether by act or omission such duplication or reproduction except as permitted by the terms of this Agreement.
2.2.8 Access to certain Features may be restricted and the range of Features offered may change from time to time.
2.3 Rights In Data2.3.1 Except for the licence granted in this Agreement, all rights, title and interest in Data, in all languages, formats and media throughout the World, including all copyrights, are and will continue to be the property of Supplier, its licensors and Contributors.
2.3.2 Crown Copyright material is reproduced with the permission of the Controller of Her Majesty's Stationery Office.
2.3.3 Subscriber shall not do or omit to do or authorise any other person to do or omit to do any act which:
- (a) would or might invalidate or be inconsistent with any intellectual property of Supplier and/or Contributors; or
- (b) would be in breach of or otherwise inconsistent with the moral rights of the authors of the Data.
2.3.4 Subscriber shall not delete erase remove deface or cover any trademark, trade names, copyright or other proprietary notices, guarantee, designation of origin, means of identification, disclaimer or other statement used in connection with any Data, nor shall Subscriber authorise another person to do so.
2.3.5 Subscriber shall promptly inform Supplier if Subscriber becomes aware of:
- (a) any unauthorised use of the Data
- (b) any actual, threatened, or suspected infringement of any intellectual property of Supplier and/or Contributors in the Data which comes to Subscriber's notice, and
- (c) any claim by any third party coming to its notice that the Data infringes the intellectual property or other rights of any other Person.
2.3.6 Subscriber shall at the request and expense of Supplier do all such things as may be reasonably required to assist Supplier in taking or resisting proceedings in relation to any infringement or claim referred to in this clause and in maintaining the validity and enforceability of the intellectual property of Supplier and/or Contributors in the Data.
2.4 Additional Terms and Conditions2.4.1 Certain Features may be governed by Additional Terms.
2.4.2 Subscriber will be given an opportunity to review Additional Terms by receiving notice of such Additional Terms in writing or online or by such other means as Supplier at Supplier's sole discretion will determine.
2.4.3 Additional Terms may be modified by Supplier giving notice in writing, online or otherwise of the modification and such modification will be effective immediately on such notification.
2.4.4 By using Features governed by Additional Terms, Subscriber agrees to and will be obligated to comply with all such Additional Terms as well as the terms of this Agreement.
2.4.5 All Additional Terms will be considered a part of this Agreement.
3. Responsibility for Access
3.1 Subscriber is responsible for notifying Supplier of such persons to whom the Service passwords are to be issued or from whom passwords are to be revoked.
3.2 Subscriber shall supply, in respect of each User, their User Details on the Order Form or as otherwise requested by Supplier("User Details").
3.3 Access to the Service will be given as soon as reasonably practical after provision of the User Details to Supplier. Where incomplete and/or inaccurate User Details are provided by Customer with the Order Form or by some other agreed means or by a date otherwise agreed by Supplier in writing, Supplier shall not be liable for any delay or failure to set up access to the Service for any or all of the Users. Further the Subscription Period shall begin on the Commencement Date and Customer shall not be entitled to any reduction in the Price or an extension of the Subscription Period as a result of any delayed or limited access to the Service.
3.4 Subscriber is solely responsible for maintaining security of the Service passwords and ensuring that its Users are notified of such passwords once Subscriber has been notified of the same.
3.5 Subscriber is responsible for all access to and use of the Service including features and software by Subscriber's personnel or by means of Subscriber's equipment or the Service passwords, whether or not Subscriber has knowledge of or authorises such access and use.
3.6 Subscriber is also responsible for providing all the necessary hardware and software to access and use the Service.
4. The Subscription Charges
4.1 Subscription Charges4.1.1 The Subscription Charges shall be as stated in the Order Form or as otherwise agreed in writing by the parties.
4.1.2 Subscription Charges shall be paid within 30 days of the date of an invoice therefor ("DueDate") and are exclusive of sales, use, value added, personal property and other taxes, which are the responsibility of Subscriber.
4.1.3 If full payment is not made by the Due Date, without prejudice to any rights or remedies otherwise available, Supplier reserves the right to charge interest on the outstanding balance of all overdue sums at the rate of 3% per annum above the current base rate at Barclays Bank or the maximum interest rate permitted by law, whichever is the greater.
4.1.4 All Telecoms charges incurred in the use of the Service are the responsibility of Subscriber.
4.2 Subscription Period4.2.1 The Subscription Period will begin on the Commencement Date and continue in accordance with the terms of this Agreement.
4.2.2 Before the start of the next Subscription Period, Supplier shall send renewal notices to Subscriber together with an invoice setting details of the charges for the next Subscription Period, which shall operate, if accepted by Subscriber, as an amendment to this Agreement.
4.2.3 If full payment is not made by the Due Date, without prejudice to any rights or remedies otherwise available, Supplier reserves the right to withdraw access to the Service and to terminate this Agreement forthwith.
5. Disclaimer of Warranties and Limitation of Liability
5.1 Warranties5.1.1 Except as specifically provided in this Agreement and any Schedule, the Service, Features and Data are provided "as is" without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness and delays.
5.2 Exclusion of liability5.2.1 The Supplier shall not be liable in contract, tort, delict or otherwise for any loss of whatsoever kind howsoever arising suffered in connection with the Service (whether or not caused by the negligence of Supplier).
5.2.2 The Supplier shall not be liable in contract, tort, delict or otherwise for any loss of revenue business, anticipated savings or profits, loss of goodwill or data or for any indirect or consequential loss whatsoever, howsoever arising suffered in connection with the Service (whether or not caused by the negligence of Supplier).
5.2.3 Without prejudice to the generality of clause 5.2.1 and 5.2.2, in no event shall Supplier, its Affiliates and/or Contributors be liable to Subscriber for any claim(s) relating in any way to
- (a) Subscriber's inability or failure to perform legal or other research related work or to perform such legal or other research or related work properly or completely, even if assisted by Supplier, its Affiliates and/or Contributors or any decision made or action taken by Subscriber in reliance on the Data.
- (b) any lost profits (whether direct or indirect) or any consequential exemplary incidental, indirect or special damages relating in whole or in part to Subscriber's rights under this Agreement or use of or inability to use the Service, Features, Data or Software even if Supplier, its Affiliates and/orContributors have been advised of the possibility of such damages; or
- (c) the procuring compiling interpreting editing writing reporting or delivering of the Data.
5.2.4 Subscriber shall accept sole responsibility for and shall not be liable for the use of the Service by Subscriber, or any User and Subscriber shall hold Supplier harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.
5.2.5 Supplier will have no liability whatsoever for any liability of Subscriber to any third party which might arise.
5.2.6 Further Supplier shall have no liability whatsoever to Subscriber for any claims relating in any way to any third party Feature.
5.3 Limitation of Liability5.3.1 Subscriber's exclusive remedy and Supplier's (its Affiliates' and/or Contributors') entire liability under this Agreement if any, for any claim(s) for damages relating to the Service, Features, Data or software made against them individually or jointly whether based in contract or negligence shall be limited to the aggregate amount of the Subscription Charges paid by Subscriber relative to the specific Feature (Database, Service, Function or other gateway) or the software as applicable, which is the basis of the claim(s) during the 12 month period preceding the event giving rise to such claim.
5.3.2 None of the terms of this Agreement shall operate to:
- (a) exclude or restrict liability for fraud or for death or personal injury resulting from the negligence of Supplier or its Affiliates or the appointed agents or employees of Supplier or their Affiliates whilst acting in the course of their employment; or
- (b) affect statutory rights where this Agreement is entered into as a consumer transaction (as defined by the Consumer Transaction (Restriction on Statements) Order 1975 as amended).
5.3.3 Except for claims relating to the Subscription Charges or improper use of the Service, Features or Software, no claim regardless of form which in any way arises out of this Agreement or the use of, or inability to use, the Service, Features, or Software may be made, nor action based upon such claim brought, by either party to this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it.
6. Term and Termination
6.1 This Agreement will become effective on approval by Supplier in London, England,and will continue in force until the end of the Subscription Period.
6.2 Notwithstanding the foregoing, either party may terminate this Agreement upon giving written notice of termination to the other party if the other party commits a material breach of this Agreement, provided that where the breach is capable of being remedied then the defaulting party shall have failed to remedy the same within 30 days of receiving notice specifying the breach and requiring its remedy.
7. Effect of Agreement
7.1 This Agreement (which includes all current and future Schedules, Order Forms and applicable Additional Terms) embodies the entire understanding between the parties with respect to the subject matter of the Agreement, and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter.
7.2 Except as otherwise provided in this Agreement, Supplier may amend the terms and conditions of this agreement by giving Subscriber at least 15 days prior written or online notice.
7.3 A Trial may be granted to a potential subscriber at the discretion of Supplier and for a period of 14 days (unless otherwise agreed and/or extended) after which time this Agreement shall automatically expire.
7.4 The terms of this Agreement (save for those in respect of Subscription Charges and Subscription Period) shall apply to any Trial and will be deemed to have been accepted on potential subscriber's first access to the Service notwithstanding that this Agreement may not have been signed by the same.
8. Force Majeure
8.1 Supplier's performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control such as acts of God, acts of any Government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labour dispute, inability to obtain essential supplies and the like.
9. Notices, Governing Law and General Provisions
9.1 Except as otherwise provided, all notices must be given in writing to Supplier at: 100Avenue Road, Swiss Cottage, London NW3 3PF
and to Subscriber at the address set out in Schedule A to this Agreement.
9.2 This Agreement and all matters arising out of it shall in all respects be governed by the laws of England and Wales.
9.3 Where the Subscriber is a body other than an individual the person signing or otherwise concluding this Agreement represents that s/he is authorised by the Subscriber to sign it for and on behalf of the Licensee and to bind the Licensee thereby.
9.4 Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent between the parties and the Subscriber shall have no authority to bind or to make any representation or warranty on the Supplier's behalf.
9.5 Neither this Agreement nor any part or portion may be assigned, sublicensed or otherwise transferred by Subscriber without Supplier's prior written consent.
9.6 Supplier may without the prior written consent of Subscriber assign any benefit or transfer, delegate or sub-contract any of their duties and obligations under this Agreement to any company which is an Affiliate of Supplier.
9.7 Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby.
9.8 Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
9.9 The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement
Certain elements of this site will contain material submitted by users and other third parties. Sweet & Maxwell accepts no responsibility for the content or accuracy of such material. It is a condition of use that all users accept full responsibility for the content they submit to the site.
The information on this site contains general information about UK law. You should neither act nor refrain from action, on the basis of such information. Nothing in these pages constitutes legal advice. You should always consult a suitably qualified lawyer on any specific legal problem. Sweet & Maxwell disclaims all responsibility (including in negligence) for all consequences of any person acting on, or refraining from acting in reliance on, information contained in this site.
The opinions expressed on this site are those of the individual authors and contributors and not necessarily those of Sweet & Maxwell.