The following terms and conditions (together with the documents referred to in it) (the “Terms and Conditions”) apply in full:
- when You place orders to purchase any Subscription through the Website; and
- when You purchase any Subscription from Us using an Order Form (i.e. not through the Website).
The ‘Additional Terms’ set out in paragraphs 11 – 17 (inclusive) apply when you use the Website, whether as a guest or as a registered user of a Subscription.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE PLACING ANY ORDER FOR ANY SUBSCRIPTION WITH US (WHETHER YOU ARE PLACING THAT ORDER THROUGH THIS WEBSITE OR USING AN ORDER FORM). IN PARTICULAR CLAUSE 8 BELOW CONTAINS IMPORTANT PROVISIONS LIMITING OUR LIABILITY TO YOU IN RELATION TO THE PROVISION OF ANY SUBSCRIPTION, WHICH YOU SHOULD READ CAREFULLY AND ENSURE YOU UNDERSTAND.
If You are unable to agree to any provision of these Terms and Conditions then You should not place any orders for any Subscription through this Website or using an Order Form.
If, on the other hand, You are able to agree unconditionally to these Terms and Conditions, We would ask You to confirm You have read Our Terms and Conditions by ticking the box that appears at Step 3 of the on-line ordering procedure, or by returning the signed Order Form to Us.
If You are unable to access the Terms and Conditions in full or if You are having difficulty reading them, please contact Us and We will assist You.
In these Terms and Conditions the following terms shall have the following meanings:
You or Your means the person, firm, corporation or other organisation ordering the Subscription, as stated on the Order Form or Online Form. Where the context so requires, You or Your includes Your Authorised Users;
Us, We, Our or ICLR means The Incorporated Council of Law Reporting for England and Wales, a company limited by guarantee (company number 00005034), whose registered address is Megarry House, 119 Chancery Lane, London WC2A 1PP, VAT number 232390976;
Additional Content means the Citator Plus product, certain case summaries and case notes that accompany the Online Reports, links to third party products and services and such other additional content as We may, in Our sole discretion, make available as part of the Online Service from time to time;
Authorised User means any employee, partner, student, member or other user entitled to access the Online Service for reasons linked to Your activities as set out in Your Order Form or Online Form; in the case of a personal licence You are the only Authorised User;
Business Day means a day which is not a Saturday, Sunday or a public holiday in England;
Commencement Date has the meaning given to it in Paragraph 2.3 for orders made through the Website and Paragraph 2.8 for orders made using an Order Form;
Confidential Information means these Terms and Conditions, all matters relating to or connected with the operation of these Terms and Conditions and all and any information or data belonging to or relating to one party that is of a confidential nature that comes into the possession or knowledge of another party as a consequence of these Terms and Conditions or the supply of the Subscriptions;
Event of Force Majeure has the meaning given to it in Paragraph 10.2;
Extracts means insubstantial extracts from the Reports (appropriately cited and credited);
Intellectual Property Rights means any and all copyrights, registered design rights, trade marks, trade names, insignia, service marks, semi-conductor topography rights, know how, database rights, patents and all other legal and beneficial intellectual and industrial property rights (whether registered or not) throughout the world no matter by what name or expression such rights may be known as in any particular country in the world and all applications for the same;
Materials has the meaning given to it in Paragraph 220.127.116.11;
Online Form means the online order form at www.iclr.co.uk that You shall complete in order to purchase Subscriptions from the Website in accordance with Paragraphs 2.2. to 2.6;
Online Reports means the online versions of the Reports;
Online Service means the provision of access to the Online Reports as specified in the Online Form or the Order Form (as applicable), the Additional Content, and any documentation provided in connection therewith;
Order Form means the initial document and any subsequent document in paper format, indicating the Reports initially required, that You shall complete in order to purchase Subscriptions in accordance with Paragraph 2.8;
Permitted Purposes has the meaning given to it in Paragraph 5.2.1;
Pre-Contractual Statements has the meaning given to it in Paragraph 10.6;
Printed Reports means printed versions of the Reports;
Reports means the law reports of the judicial decisions of the courts of England and Wales published or otherwise made available under various titles from time to time by Us, as printed Reports or Online Reports;
Subscription means a subscription to either the Printed Reports or the Online Service as more particularly described in Your Order Form or Online Form (as applicable);
Subscription Fee means the subscription fee for the Subscription as more particularly described in Your Order Form or Online Form or as notified to You from time to time;
Subscription Period means the following:
In relation to Printed Reports, the Subscription Period will commence on 1st January in the calendar year in which the Commencement Date occurred and shall end on 31 December in that same year.
In relation to Online Reports, the Subscription Period will commence on the Commencement Date and shall last for a period of twelve (12) months from that date (or for such other period as may be set out in Your Order Form or Online Form); and
Website means the website available at www.iclr.co.uk.
2. OUR AGREEMENT WITH YOU
ORDERS PLACED THROUGH OUR WEBSITE
2.1 If You place an order to purchase any Subscription through the Website, the provisions of Paragraphs 2.2 to 2.6 shall apply.
2.2 In order to place an order to purchase a Subscription to any of the Reports through the Website and thereby conclude a legally binding contract with Us for the sale of the relevant Subscription, You should follow the steps set out in the Online Form relating to online ordering on the Website, at www.iclr.co.uk.
Following receipt of confirmation that We have accepted Your order through the Website, We suggest You print off a copy of these Terms and Conditions and the confirmation for Your records. We do not file a copy of the contract between You and Us.
2.4 The risk in any Printed Reports which You purchase and the responsibility to insure them will pass to You when the relevant Printed Reports are delivered to You.
2.5 Within ten (10) Business Days following Our confirmation that We accept Your order, We will send to You a copy of any Printed Reports to which You have subscribed. These shall comprise those which have been produced by Us up to the year of Your Subscription (as well as any monthly or weekly parts issued to date if You purchase Your Subscription after the start of a year). During the year of Your Subscription, We will send to You all monthly or weekly parts of the Reports produced in the year of Your Subscription. For clarity, all Subscription prices quoted on the Website are for a calendar year.
2.6 For the avoidance of doubt, unless stated otherwise the Printed Reports and/or Online Reports shall include all archives of the relevant Reports since the date of their first publication.
ORDERS PLACED USING AN ORDER FORM
2.7 If You purchase any Subscription from Us using an Order Form (i.e. not through the Website), the provisions of Paragraph 2.8 shall apply.
3. FEES AND PAYMENT
3.1 The Subscription Fees constitute the full compensation for the provision of the Subscription by Us to You but are exclusive of any applicable value added tax and delivery costs (unless specified otherwise on the Order Form or on the Website), which will be added to the total amount due.
3.2 Where You place an order for the purchase of any Subscription through the Website, You may choose whether to pay the Subscription Fees by credit card at the same time as You make Your online order or to be sent an invoice following the placing of Your order. Where You opt to receive an invoice:
3.2.1 We shall e-mail an invoice to You in respect of the Subscription Fees; and
3.2.2 You shall pay each invoice within thirty (30) calendar days following receipt of the invoice.
3.3 Where You place an order for the purchase of any Subscription using an Order Form:
3.3.1 We shall submit invoices to You in respect of the Subscription Fees for the Subscription Period; and
3.3.2 You shall pay each invoice within thirty (30) calendar days following receipt of the invoice.
3.4 We will not provide You with access to the Online Service and/or any Printed Reports until You have paid Your invoice for the Subscription Period.
3.5 Once You have paid the Subscription Fee for a relevant Subscription Period, You will not be entitled to receive any refund of such Subscription Fee for that Subscription Period, regardless of whether the Terms and Conditions terminate in accordance with Paragraph 9 below.
3.6 Despite Our best efforts, some Subscription Fees listed may be incorrect. We are under no obligation to provide the Reports to You at the incorrect (lower) price, even after We have sent You a confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by You as a mis-pricing.
4. RIGHT OF CANCELLATION
4.1 If You purchase a Subscription to the Online Service, or otherwise access the Online Reports, in each case as a consumer (in other words, where You are using the Online Reports other than for business or commercial purposes), then as long as You have not started using the Online Service, You have the right, within fourteen (14) days from the date You are granted access to the Online Service, to cancel Our contract with You for any reason. You may exercise this right by writing or sending an e-mail to Us at the postal or e-mail address given in Paragraph 10.16 below.
4.2 If You purchase a Subscription to the Printed Reports through the Website, as a consumer (in other words, where You are using the Printed Reports other than for business or commercial purposes), then You have the right, within fourteen (14) days from the date that the Printed Reports are delivered to You, to cancel Our contract with You for any reason. You may exercise this right by writing or sending an e-mail to Us at the postal or e-mail address given in Paragraph 10.16 below and returning all copies of the Printed Reports that You may have received to Us. Unless the Printed Reports are faulty or not as described (in which case We will pay the reasonable costs of returning the Printed Reports to Us), You will be responsible for the cost of returning the Printed Reports to Us. You have a legal obligation to take reasonable care of the Printed Reports while they are in Your possession or control.
4.3 You may wish to keep a copy of Your cancellation notification for Your own records. If You send Us Your cancellation notice by e-mail or by post, then Your cancellation is effective from the date You sent Us the e-mail or posted the letter.
4.4 You will receive a full refund of the price You paid for the Subscription and, if applicable any delivery charges You paid to receive the Printed Reports. We will process the refund due to You as soon as possible and, in any case, within 14 days of the day on which You gave Us notice of cancellation as described in Paragraph 4.3 above.
4.5 Advice about Your legal right to cancel the contract is available from Your local Citizens’ Advice Bureau or Trading Standards office.
5. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS ON USE
5.1 Without prejudice to the Intellectual Property Rights (if any) which the Crown or any third party may own in the transcripts or reports from which the Reports are derived, all Intellectual Property Rights in the Reports (in whatever format) and/or the Additional Content are the property of ICLR and/or its third-party licensors. All rights are reserved.
5.2 If You purchase a Subscription to the Online Service, or otherwise access the Online Reports and/or the Additional Content, the provisions of this Paragraph 5.2 shall apply:
5.2.1 You may use the Online Service (including the Reports and Additional Content) included within Your Subscription for the limited purposes of carrying out: (a) academic research or study; (b) providing academic services to students; (c) providing professional advice in connection with a lawful trade or profession (including providing professional legal services to Your clients); (d) citing and/or arguing cases before a Court of law; or (e) any judicial office or function (the “Permitted Purposes”).
5.2.2 You may, as required for the Permitted Purposes and as otherwise permitted by law:
18.104.22.168 reproduce, quote and excerpt Extracts in Your own documents, memoranda, briefs and similar materials (“Materials”);
22.214.171.124 copy Extracts for internal use and for: (a) distribution to third parties on a non-commercial basis (meaning that You cannot sell Extracts as distinct items – Extracts may only be provided to third parties as part of the wider services You provide to them); and (b) distribution to Your clients for the purpose of providing professional legal services, provided that, in each case, You instruct such third parties not to further distribute the same; and
126.96.36.199 distribute Materials related to a specific cause of action containing Extracts to: (a) the court before which the cause of action is to be heard; and/or (b) the parties to the cause of action and/or their representatives.
5.2.3 You shall at all times observe the terms of Paragraphs 5.2.1 and 5.2.2 and do nothing that goes beyond the scope of the rights granted to You under those Paragraphs. Except as may be permitted in accordance with Paragraphs 5.2.1 or 5.2.2, You shall not re-sell, lend, distribute or otherwise commercially exploit in any way, or create derivative works from, the Online Reports, the Additional Content or any part of them.
5.3 You acknowledge and agree that nothing in these Terms and Conditions shall have the effect of transferring the ownership of any Intellectual Property Rights in the Reports and/or the Online Service (including, without limitation, in the Additional Content) or any part of the Reports and/or the Online Service (including, without limitation, in the Additional Content) to You or any third party. You undertake not to do any act or thing which is inconsistent with or which is likely in any way to prejudice such title.
5.4 You shall promptly inform Us if You become aware of:
5.4.1 any unauthorised use of the Reports and/or the Online Service;
5.4.2 any actual, threatened, or suspected infringement of any of Our Intellectual Property Rights in the Reports and/or the Online Service which comes to Your notice; or
5.4.3 any claim by any third party coming to Your notice that the Reports and/or the Online Service (or any part of them) infringe the Intellectual Property Rights of any other person.
6.1 You and We agree to keep the Confidential Information confidential at all times and shall not use or disclose any Confidential Information except:
6.1.1 strictly as required to perform Your or Our respective obligations under these Terms and Conditions; or
6.1.2 with the prior consent of the party that owns such Confidential Information or to which such Confidential Information relates.
6.2 The provisions of Paragraph 6.1 shall not apply to Confidential Information:
6.2.1 which the receiving party is able to prove was already in its possession without obligation of confidence at the date it was received or obtained;
6.2.2 which the receiving party obtains from some other person with good legal title to the same;
6.2.3 which comes into the public domain otherwise than through the default or negligence of the receiving party;
6.2.4 which is independently developed by or for the receiving party; or
6.2.5 which the receiving party is required to disclose by law or by the rules of any recognised stock exchange, or governmental or other regulatory body provided the party concerned shall, if practicable, supply a copy of the required disclosure to the party that owns such Confidential Information or to which such Confidential Information relates before it is disclosed and incorporate any amendments or additions reasonably requested by the other.
6.3 You shall further ensure that Your personnel, sub-contractors, agents and Authorised Users who have, or may have, access to the Confidential Information are bound by an undertaking in substantially the same terms or to the same effect as this Paragraph 6.
7.1 We warrant that We own or have obtained all necessary rights, licences or consents to provide the Subscription to You in accordance with these Terms and Conditions.
7.2 The Reports and/or Online Service (including, without limitation, the Additional Content) are provided to You on an “as is” basis. All warranties, conditions or terms not set out in these Terms and Conditions and which would otherwise be implied or incorporated into these Terms and Conditions by statute, common law or otherwise are hereby excluded to the maximum extent permitted by law. We make no warranty or representation that the Reports, the Online Service (including, without limitation, the Additional Content) or any part of them are free from errors or omissions.
8.1 Nothing in these Terms and Conditions shall operate to limit or exclude either party’s liability to the other for death or personal injury caused by that party’s negligence, fraudulent misrepresentation or fraudulent concealment, or any liability which cannot be limited or excluded by law.
8.2 SUBJECT TO PARAGRAPH 8.1, OUR TOTAL AGGREGATE LIABILITY (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF OUR EMPLOYEES, AGENTS AND SUB-CONTRACTORS) TO YOU UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHER LEGAL OR EQUITABLE GROUNDS (INCLUDING IN EACH CASE NEGLIGENCE) SHALL UNDER NO CIRCUMSTANCES EXCEED A SUM EQUAL TO 100% OF THE SUBSCRIPTION FEE.
8.3 SUBJECT TO PARAGRAPH 8.1, WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, WASTED MANAGEMENT TIME, GOODWILL, OR REVENUE, OR ANY LOSS OR CORRUPTION OF DATA, OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, EVEN IF WE HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
8.4 SUBJECT TO PARAGRAPH 8.1, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY CLAIM(S) RELATING IN ANY WAY TO:
8.4.1 YOUR INABILITY OR FAILURE TO PERFORM ANY LEGAL OR OTHER RESEARCH RELATED WORK OR TO PERFORM SUCH LEGAL OR OTHER RESEARCH OR RELATED WORK PROPERLY OR COMPLETELY; OR
8.4.2 ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE REPORTS.
8.5 The Subscriptions We provide are not intended to and do not constitute legal or other advice on which reliance should be placed. No client-solicitor/barrister relationship is formed by virtue of Our supply of the Subscription to You.
9. TERM AND TERMINATION
9.1 Where You place an order to purchase any Subscription through the Website, these Terms and Conditions shall commence on the Commencement Date set out in Paragraph 2.3 and shall continue until the end of the Subscription Period unless terminated earlier in accordance with this Paragraph 9.
9.2 Where You place an order to purchase any Subscription using an Order Form, these Terms and Conditions shall commence on the Commencement Date set out in Paragraph 2.8 and shall continue until the end of the Subscription Period unless terminated earlier in accordance with this Paragraph 9.
9.3 Either party may (without prejudice to its other rights) terminate these Terms and Conditions by giving written notice to the other if:
9.3.1 the other party commits a material breach of any of its obligations under these Terms and Conditions and (in the case of a remediable breach) fails to remedy the breach within thirty (30) days of the non-defaulting party’s written notice to do so;
9.3.2 in the case that the other party is a corporate entity, (save in relation to a solvent reorganisation, reconstruction or amalgamation) an order is made or a resolution is passed for the winding up of the other party, or a provisional liquidator is appointed in respect of the other party or an administration order is made in respect of the other party, or a receiver (which expression shall include an administrative receiver) is appointed in respect of the other party or all or any of its assets and is not discharged within a period of thirty (30) days, or the other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if any voluntary arrangement is proposed under Section 1 of the Insolvency Act 1986 in respect of the other party or any distress or execution is levied on any of the assets of the other party or any judgment for a monetary sum is given against the other party and is not paid within twenty one (21) days or if the other party ceases or threatens to cease carrying on the whole or any material part of its business or either party suffers an analogous event or proceeding in any other jurisdiction; or
9.3.3 in the case that the other party is an individual, and is deemed either unable to pay its debts or as having no reasonable prospect of so doing, within the meaning of section 268 of the Insolvency Act 1986 or if any voluntary arrangement is proposed under Section 1 of the Insolvency Act 1986 in respect of that party.
9.4 We may terminate these Terms and Conditions immediately on written notice to You if any agreement between any third party provider of any part of the Reports and/or the Additional Content and Us is terminated. In this event, We shall make a pro rata refund to You of any moneys paid by You in advance for the relevant Reports and/or the Additional Content (or part thereof) for any period which has not expired.
9.5 Upon termination for any reason:
9.5.1 all rights granted to You under these Terms and Conditions shall immediately cease;
9.5.2 You shall immediately cease all activities authorised by these Terms and Conditions;
9.5.3 You shall immediately pay to Us any sums due to Us under these Terms and Conditions; and
9.5.4 as soon as reasonably practicable, (and in any event within fourteen (14) days following such termination), You shall immediately cease any use of the Online Service and shall destroy and, if applicable, return to Us any and all copies of any of Our Confidential Information then in Your possession, custody or control and, in the case of destruction, certify to Us that You have done so.
9.6 The rights and obligations of the parties under these Terms and Conditions which are intended to continue beyond the termination or expiry of these Terms and Conditions (including those under Paragraphs 1, 3, 4 – 10 and 17) shall survive the termination or expiry of these Terms and Conditions.
10. GENERAL PROVISIONS
10.1 You may not assign or transfer any of Your rights or obligations under these Terms and Conditions without Our prior written consent.
10.2 We shall not be liable for any delay or failure to perform Our obligations under these Terms and Conditions to the extent that and for so long as such delay or failure results from circumstances beyond Our reasonable control (an “Event of Force Majeure”). We shall notify You as soon as reasonably practicable upon becoming aware of an Event of Force Majeure. If an Event of Force Majeure continues for a period exceeding two (2) months, We shall have a right to terminate these Terms and Conditions immediately on written notice to You. For the avoidance of doubt, nothing in this Paragraph 10.2 shall excuse You from any payment obligations under these Terms and Conditions.
10.3 Other than as expressly provided in respect of the Authorised Users, these Terms and Conditions are not intended to benefit anyone other than the parties to it and, in particular, no provision of these Terms and Conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 or otherwise by a third party.
10.4 Any notices and other communications required or permitted to be given under these Terms and Conditions shall be in writing and shall be delivered or transmitted to the intended recipient’s address as specified above (in the case of Us) or as indicated on the Order Form or Online Form (in the case of You) or such other address as either party may notify to the other from time to time in accordance with this Paragraph. Any notice shall be treated as having been served on delivery if delivered by hand and three (3) Business Days after posting if sent by pre-paid first class post and on completion of transmission if sent by electronic mail. Notices sent to Us shall be provided to Our contact details stated in Paragraph 10.16 and notices sent to You shall be provided to the contact details stated on the Order Form or Online Form.
10.6 Each party acknowledges that in entering into these Terms and Conditions it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings or representations which were made by or on behalf of the other party in relation to the subject-matter of these Terms and Conditions at any time before its signature (together “Pre-Contractual Statements”), other than those which are set out expressly in these Terms and Conditions.
10.7 Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements, but for Paragraph 10.6.
10.8 Nothing in this Paragraph shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
10.9 The failure of either party to enforce or to exercise any term of these Terms and Conditions does not constitute a waiver of such term and shall in no way affect that party’s right later to enforce or to exercise it.
10.10 The invalidity or unenforceability of any term or any part of any term of these Terms and Conditions shall not affect the validity or enforceability of any other terms or rights or the remainder of any such term or right which shall continue in full force and effect except for any such invalid or unenforceable provision or part thereof.
10.11 Where You place an order for the purchase of any Subscription using an Order Form:
10.11.1 No variation of, or amendment to, these Terms and Conditions shall bind either party unless made in writing and signed by authorised representatives of both parties.
10.12 Where You place an order to purchase any Subscription using an Online Form:
10.12.1 You acknowledge and agree that We may revise these Terms and Conditions at any time by amending them or the documents referred to in them. You are expected to check these Terms and Conditions and the e-mail account You use to register with Us regularly to take notice of any changes, as they will be binding on You from the date on which We give You notice of the change via e-mail, fax, letter or other written communication.
10.13 Nothing in these Terms and Conditions shall (except as expressly provided) be deemed to constitute a partnership or joint venture, or create a relationship of principal and agent for any purpose between the parties.
10.14 These Terms and Conditions and any Order Form or Online Form are made available in the English language only. The language of any contract We enter into with You will be English.
10.15 These Terms and Conditions (including any non-contractual disputes or claims) shall be governed by and construed in accordance with English law and You and We irrevocably submit to the exclusive jurisdiction of the English courts.
10.16 Our Contact Details
If You experience any problems with Your order, please contact Us and We will be happy to assist You.
We are The Incorporated Council of Law Reporting a company limited by guarantee, incorporated and registered in England and Wales with company number 00005034. We operate the Website. Our registered office address and contact details are listed below. Our VAT number is 232390976.
Incorporated Council of Law Reporting,
119 Chancery Lane,
London WC2A 1PP
Telephone: 020 7242 6471
ONLINE SERVICE AND WEBSITE – ADDITIONAL TERMS
The following terms and conditions apply where You use the Website (whether as a guest or a registered user) and/or if Your Subscription includes provision of the Online Service.
Please read these terms and conditions carefully before You start to use the Website. By using the Website, You confirm that You accept these terms and conditions and that You agree to comply with them. If You do not agree to these terms and conditions, You must not use the Website.
11. AUTHORITY AND LICENCE FOR USE OF THE SERVICES
In consideration of payment by You of the Subscription Fee and Your acceptance of these Terms and Conditions, We hereby grant You a non-exclusive, non-transferable and revocable licence to access and use the Online Service for the Subscription Period, subject to these Terms and Conditions.
12. SERVICE ACCESS
12.1 We shall use reasonable endeavours to ensure that the Website and the Online Service is available twenty-four (24) hours a day throughout the Subscription Period. We do not warrant that the Website and/or the Online Service will be uninterrupted or error free, and You acknowledge and agree that provision of the Website and the Online Service may entail some human and machine errors, delays, interruptions and losses, including the inadvertent loss of data or damage to media. The normal availability of the Website and the Online Service may be varied on occasions of which We will give You notice that is reasonable in the circumstances. We reserve the right to suspend the Website and/or the Online Service temporarily and without notice for reasons beyond Our control.
12.2 We reserve the right to make modifications or improvements to the Website and/or the Online Service and will make every reasonable effort to give You notice of such changes.
12.3 We shall allocate to You any necessary usernames and/or passwords, which control access to the Online Service. You shall ensure that only You and any Authorised Users shall use such usernames and/or passwords to access the Online Service. We reserve the right to change Your usernames and/or passwords at any time and shall notify You of such changes as soon as reasonably practicable prior to making any change.
12.4 You shall provide and bear the cost of all third party telecommunications or internet services required by You to access and use the Website and/or the Online Service.
13. PERMITTED ACTIVITIES
13.1 If You have a Subscription to the Online Service, subject to Paragraph 13.2 below, You may:
13.1.1 search and view the Online Reports on screen and print out extracts of the Online Reports;
13.1.2 on an occasional basis either via e-mail or fax distribute individual documents in electronic format to individual internal user(s) and/or to third parties; and
13.1.3 download Extracts to a storage device under Your exclusive control and temporarily store the same in order to carry out the above functions.
13.2 You are permitted to conduct the activities described in Paragraph 13.1 provided always that:
13.2.1 in the case of distribution of documents to third parties: (a) such distribution is on a non-commercial basis and/or is to Your clients for the purpose of providing professional legal services; (b) You do not charge third parties for such documents as distinct items (such documents may only be distributed to third parties as part of the wider services You provide to them); and (c) You instruct such third parties not to further distribute the documents;
13.2.2 Your conduct is in accordance with any applicable laws; and
13.2.3 You clearly cite and credit such documents and/or Extracts (including acknowledging the source and ownership of the copyright in the Online Reports or the relevant extract of the Online Reports).
13.3 You may store Extracts in a database or other storage which is not readily accessible, searchable or useable by Authorised Users and which is retained only for the purpose of proof at a later date (e.g. as proof that certain material was reviewed by You as part of a particular matter).
13.4 You shall not use the Online Service or any part of it (including, without limitation, the Additional Content) and/or the Website:
13.4.1 for re-sale and/or any other commercial venture and/or profit making purposes (other than to the extent expressly permitted in these Terms and Conditions);
13.4.2 for unlawful purposes or in any way that breaches any applicable local, national or international law or regulation;
13.4.3 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
13.4.4 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
13.4.5 to knowingly transmit any data, send or upload any material that contains viruses, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
13.5 You shall not store any Online Reports in any form of database whether current or archival which is intended for the storage, and/or provision to its users, of access to know-how.
13.6 You shall not remove, conceal or obliterate any copyright or other proprietary notices included in the Online Service and/or on the Reports.
13.7 Other than to the extent permitted by applicable law, You may not (and shall not permit any third party to):
13.7.1 decompile, reverse engineer, disassemble, or otherwise reduce the Online Reports to a human-readable form;
13.7.2 copy, download, store, publish, transmit, transfer, sub-licence, re-distribute or sell the Online Reports or any part of them (other than to the extent expressly permitted in these Terms and Conditions);
13.7.3 modify or make any alterations, additions or amendments to the Online Reports;
13.7.4 combine the whole or any part of the Online Reports with any other software, data or material; or
13.7.5 create derivative works from the whole or any part of the Online Reports (other than to the extent expressly permitted in these Terms and Conditions).
14. UPLOADING CONTENT TO THE WEBSITE
14.1 Where features within the Online Service allow You to upload content to the Website (e.g. post comments), or to make contact with other users of the Website (e.g. through a chat room, blog or social media platform), You must comply with the following content standards:
14.1.1 Contributions must: be accurate (where they state facts) and be genuinely held (where they state opinions); and comply with applicable law in the UK and in any country from which they are posted.
14.1.2 Contributions must not: contain any material which is defamatory of any person; contain any material which is obscene, offensive, hateful or inflammatory; promote sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringe any copyright, database right or trade mark of any other person; be likely to deceive any person; be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promote any illegal activity; be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety; be likely to harass, upset or alarm any other person; be used to impersonate any person, or to misrepresent Your identity or affiliation with any person; give the impression that they emanate from Us, if this is not the case; or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
14.2 You warrant that Your content and/or contribution complies with the standards set out above, and You will be liable to Us and indemnify Us for any breach of this warranty.
14.3 We have the right to remove any content and/or contribution You make on the Website if, in Our opinion, Your content and/or contribution does not comply with the content standards set out in Paragraph 14.1 above.
14.4 Any content You upload to the Website will be considered non-confidential and non-proprietary, and We have the right to use, copy, distribute and disclose to third parties any such content for any purpose.
14.5 We also have the right to disclose Your identity to any third party who is claiming that any content posted or uploaded by You to the Website constitutes a violation of their rights (including, without limitation, any Intellectual Property Rights or their right to privacy).
14.6 We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by You or any other user of the Website.
14.7 The views expressed by other users and/or third parties on the Website do not represent Our views or values.
15. LINKING TO OUR SITE
15.1 You may link to Our home page, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it.
15.2 You must not: establish a link to the Website in such a way as to suggest any form of association, approval or endorsement on Our part; or frame the Website in any way.
15.3 We reserve the right to withdraw linking permission without notice.
15.4 Where the Website contains links to other websites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those websites or resources and We assume no responsibility for them. Any such links should not be interpreted as an endorsement by Us of those linked websites or resources. Your use of the linked websites or resources is entirely at Your own risk and We will not be liable for any loss or damage that may arise from Your use of them.
16.1 We do not guarantee that the Website will be secure or free from bugs or viruses. You should use Your own virus protection software.
16.2 You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use the Website will cease immediately.
16.3 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of the Online Service and/or the Website or to Your downloading of any content on it, or on any website linked to it.
17. YOUR GENERAL RESPONSIBILITIES
17.1 You will ensure that the Website and the Online Service is used in accordance with these Terms and Conditions, and shall use all reasonable endeavours to prevent unauthorised access to the Online Service, and to keep any Online Reports stored (as permitted under these Terms and Conditions) secure. Where You have purchased a multi-user subscription, You will ensure that no more than the permitted number of Authorised Users (as set out on the Order Form or Online Form) use the Online Service and You shall remain fully responsible and liable for any breach of these Terms and Conditions by any of Your Authorised Users.
17.2 You agree to indemnify Us fully and hold Us harmless from, all claims, costs, damages, losses and expenses (including all reasonably incurred legal expenses) whether arising in contract, tort, under statute (including in each case negligence) or otherwise incurred by Us which arise in connection with any misuse by You, any Authorised User, or any third party You distribute documents to in accordance with these Terms and Conditions, or otherwise in connection with any breach by You of these Terms and Conditions.
17.3 You are responsible for ensuring that Your hardware and software are capable of accessing the Online Service. We shall have no liability to You for any failure to access the Online Service as a result of compatibility and/or any other issues relating to Your hardware and/or software. You are permitted to make, and are responsible for making, backup copies of the contents of the hard disks of any computer on which the Online Service are being installed or used.
Updated on 17th July 2013