This agreement for the provision of the Service is subject to the terms and conditions set out in this document and is between Thomson Legal & Regulatory Limited (Registered No. 1679046) whose registered office is 100 Avenue Road, London NW3 3PF) ("Supplier") and the Customer identified in the current order form ("Order Form") (or registration form in the case of a trial).
2.1 In this agreement the 'Service' means the service(s) specified in the Order Form.
2.2 Save for the provisions in respect of payment, these terms and conditions shall also apply to Customer during any trial period.
2.3 The trial period will be notified to Customer. Access may be terminated at the end of the trial period where Customer does not take up a subscription to the Service immediately thereafter.
3.1 Supplier hereby grants to the Customer a non-exclusive non-transferable license to the number of authorised users specified in the Order Form to access and use the Service subject to these terms and conditions.
3.2 An authorised user is a person to whom Supplier has provided a Password (see clause 9).
3.3 All rights to access and use the Service granted to Customer or restrictions imposed on Customer shall be exercisable or observed (as the case may be) by the authorised users. It shall be the responsibility of Customer to ensure that authorised users act in accordance with such requirements.
Supplier may from time to time at their own discretion amend particular programs, information and facilities and promote additional modules or services available at rates to be mutually agreed between the parties which the Service comprises, provided that any such changes will not substantially diminish the quality or scope of the Service.
This Agreement shall be for a term specified in the Order Form (“Agreed Period”) commencing on the Commencement Date and shall be automatically renewed for the Agreed Period unless written notice of three months is given by either party.
The price for the Service is specified in the Order Form and is payable annually in advance, the first payment being due on the Commencement Date and thereafter on each anniversary of the Commencement Date.
7.1 In this clause 7:
"Data" means any information available on the Service;
"Extract" means insubstantial parts from Data (including PDF Documents); and
"Work Product" means Customer's own documents, memoranda, advices, briefs and other materials whether in print or in electronic form created by Customer in the regular course of Customer's principal business.
7.2 Customer may:
(a) view Data (or parts thereof) on screen;
(b) print (but not, subject to (d) below, copy and/or supply) Data (or parts thereof );
(c) print, copy and/or supply an Extract (whether in print or electronic form) to anyone within the same organisation; and
(d) reproduce an Extract in Work Product and supply in accordance with (c) above.
7.3 For the avoidance of doubt, any Data presented in a PDF (or similar image format) ("PDF Documents") shall only be for the use of authorised users (see clause 3.2) and no one else.
7.4 Customer may store (whether in print or electronic form or both) Extracts (as incorporated in any Work Product) provided such stored material shall not be stored or used in any form of database whether current or archival the main purpose of which is for storing and/or providing access to know-how.
7.5 Except as expressly permitted by this agreement or as made available to the Customer as part of the functionality of the Service, Customer may not in respect of the Data or Extracts (or any part thereof) ("Material"):
(a) copy, download, store, publish, transmit, transfer, sell or otherwise use the Material in any form or by any means;
(b) re-use, assume, decompile, reverse engineer, disassemble, attempt to discern the source code or interfere in any way with the Material;
(c) modify or make any alterations, additions or amendments to the Material;
(d) combine the whole or any part of the Material with any other software, data or material;
(e) create derivative works from the whole or any part of the Material; or
(f) sell, licence or distribute the Material to third parties or use the Material as a component of or as a basis for any material offered for sale, licence or distribution.
7.6 Customer shall use its reasonable endeavours to keep any Data stored (as permitted under this agreement) secure and to prevent any third party duplicating or otherwise reproducing the same in whole or in part.
7.7 Customer shall not delete, erase, remove, deface or cover up any copyright or other proprietary notice, disclaimer or other of Supplier’s statement(s) used in connection with any Data and/or Document, nor shall Customer authorise another person to do so.
The Customer acknowledges that the copyright, trademarks, and all other intellectual property rights subsisting in or used in connection with the Service are the property of, Thomson Global Resources, Supplier or its licensors as the case may be, apart from existing Customer copyrights and trademarks. Supplier warrants that it has all necessary rights to permit the Customer to use the Service as set out in this agreement.
Supplier shall allocate a user name and password ("Password") (or such other identifiers as it thinks fit) so user may access and use the Service. Any Password is issued for use by the authorised user (see clause 3.2) only and must not be shared with others whether in the Customer’s organisation or otherwise. Customer is solely responsible for maintaining security of such Passwords.
10.1.1 The Service is provided, subject to clause 8 only, "AS IS" without warranty of any kind, express or implied, including but not limited to warranties of performance, availability, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness, timeliness, delays.
10.1.2 Supplier does not give any warranty that access to the Service will be uninterrupted or continuously available.
10.2 Supplier shall not be liable to the Customer in contract, tort, delict or otherwise for any direct loss or any consequential loss including loss of revenue business, anticipated savings or profits, loss of goodwill or data howsoever arising suffered by Customer in connection with the Service (whether or not caused by the negligence of Supplier).
10.3 Further Supplier shall have no liability whatsoever for any liability of Customer to any third party which might arise in connection with the Customer’s use of the Service.
10.4 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
(b) affect statutory rights where this agreement is entered into as a consumer transaction (as defined by the Consumer Transaction (Restriction on Statements) Order 1976 as amended).
10.5 Supplier shall have no liability to the Customer for any interruption or delay in access to the Service irrespective of the cause, or for any loss of revenue, or any other direct or indirect damage or claims caused by your access to the Service.
10.6 Certain elements of the Service may contain material submitted by third parties or links to third party websites. Supplier accepts no responsibility for the content or accuracy of such material or websites.
10.7 Where material can be posted to the Service (whether as part of a Discussion Forum or otherwise), it is a condition of use of the Service that the user accepts full responsibility for the content they submit. User warrants that they will not post material that is obscene, indecent, objectionable, libellous, in breach of the Official Secrets Acts or is racially prejudicial and further that publication of such content will not expose Supplier to any civil or criminal proceedings. Without limiting the foregoing, Supplier shall have the right to remove any material from the Service that violates these terms and conditions; or it deems (in its sole discretion) to be otherwise objectionable.
10.8 The information provided to Customer by or in relation to the Service (including but not limited to Email Alerts, Helplines, Newsletters, Discussion Forums) ("Information") constitutes general information about English law. Customer should neither act nor refrain from action, on the basis of such Information. Nothing in the Service or the Information constitutes legal advice. Customers should always consult a suitably qualified lawyer on any specific legal problem. Supplier disclaims all responsibility for all consequences of Customer acting on, or refraining from acting in reliance on the Information.
10.9 The opinions expressed in this Service are those of the individual authors and contributors and not necessarily those of Supplier.
The Customer undertakes to fully indemnify and keep indemnified Supplier against all actions, proceedings, costs, claims in respect of any breach by the Customer of any of the provisions of this agreement.
12.1 This Agreement supersedes any arrangements or agreements made between the parties prior to the signing of this agreement and constitutes the entire understanding between the parties hereto.
12.2 If there is any ambiguity or conflict between this agreement and the terms of any other agreement to which the supply of the Service to the Customer is expressed to be subject, then the terms of this agreement shall prevail, but only to the extent of such ambiguity or conflict.
13.1 Customer’s data stored using the Service “save” functionality will be kept confidential and only used for the performance of this agreement.
13.2 Any personal data collected by Supplier in the performance of this agreement will be kept confidential and used only for the purposes of performing this agreement and Supplier will process any such personal data in accordance with the provisions of the Data Protection Act 1998 and is registered with the Information Commissioner under registration number Z7602050.
13.3 Supplier has in place appropriate technological and organisational measures to protect against unauthorised or unlawful processing, and accidental loss, destruction or damage to Customer’s personal data.
This agreement will be governed by English Law. The English courts will have exclusive jurisdiction over any disputes arising under this agreement.
Service Terms and Conditions for IDS online services v.4 (17/07/07)
