LAW BUSINESS RESEARCH LIMITED STANDARD TERMS OF BUSINESS
1. Definitions and interpretation
The following definitions and rules of interpretation apply in these Law Business Research Limited Standard Terms of Business (the “Conditions”).
1.1. Definitions
“Confidential Information” means any commercial, tactical, strategic or technical information relating to the business, affairs, customers or suppliers of LBR or You (or of any member of the group of companies to which LBR or You belong) and the Product(s), know-how or trade secrets which are obviously confidential in nature or have been identified as confidential, or which are developed by LBR or You in accordance with the Contract.
“Contract” means the agreement between LBR and You for the purchase of a Product incorporating these Conditions, the Order Form and the Product Specific Conditions (including all their respective schedules, attachments and annexures).
“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder), Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (commonly known as “GDPR”) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to LBR or You each as amended, repealed or replaced from time to time.
“Fees” means the fees payable by You under the Contract, as set out in the Order Form.
“Force Majeure Event” means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract. Inability to pay is not a Force Majeure Event.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protection the confidentiality of, Confidential Information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“LBR” means Law Business Research Limited, incorporated and registered in England and Wales with company number 03281866 whose registered office is at 4th Floor Holborn Gate, 330 High Holborn, London, England, WC1V 7QT.
“Order Form” means the order for a Product entered into between LBR and You in substantially the same format as set out in LBR’s order form.
“Product(s)” means the product(s) You purchase from LBR.
“Product Specific Conditions” means LBR’s additional terms and conditions which apply to the Product and supplement these Conditions.
“UK GDPR” means the GDPR as it forms part of the laws of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020.
“VAT” means value added tax imposed by the Value Added Tax Act 1994, any equivalent similar tax chargeable in the UK or any other applicable sales or fiscal tax applying to the Contract.
“You” means the named party in the Contract and whose details are set out in the Order Form and “Your” shall be construed accordingly.
1.2. Clause, schedule and paragraph headings in these Conditions shall not affect the interpretation of the Contract.
1.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.4. A reference to a statute, statutory instrument or statutory provision is a reference to it as replaced, extended or re-enacted from time to time and includes primary and delegated legislation and any provision of EU law having direct effect or direct applicability in the UK.
1.5. A reference to “writing” or “written” excludes faxes but includes email.
1.6. References to clauses are to the clauses of these Conditions.
1.7. If there is an inconsistency between any of the provisions of these Conditions, the Product Specific Conditions and the Order Form respectively, the provisions of the Order Form shall prevail in preference to these Conditions and the Product Specific Conditions, and the provisions of the Product Specific Conditions shall prevail over the provisions of these Conditions.
2. Scope of these Conditions
2.1. These Conditions, together with the Order Form and the Product Specific Conditions, apply to and form the Contract between LBR and You.
2.2. Subject to these Conditions, each Order Form shall be an offer to supply the Product(s).
2.3. LBR reserves the right to accept or reject an Order Form at its sole discretion, and an Order Form shall only become binding on LBR upon the earlier of: (i) LBR’s written acceptance of the Order Form; or (ii) LBR delivering the Product(s) or performing its obligations under the Contract (as the case may be).
3. Fees and payment
3.1. The Fees are exclusive of any applicable VAT which You shall be additionally liable to pay to LBR upon receipt of a valid VAT invoice.
3.2. LBR shall invoice You for the Fees at the frequency and intervals set out in the Order Form. LBR shall be entitled to set-off under the Contract any liability which it has or any sums which it may owe to You under the Contract or any other contract You have with LBR.
3.3. You shall pay all invoices in full without any set-off, counterclaim, deduction or withholding (save as may be required by law) in cleared funds to the bank account nominated by LBR in accordance with the payment terms set out in the Order Form.
3.4. Time for payment shall be of the essence of the Contract. LBR reserves the right to increase the Fees payable by You in relation to the Product(s) once per year during the term of the Contract or upon commencement of a Further Term (as defined and further described in the relevant Product Specific Conditions) by giving written notice to You.
3.5. Where the sums received from You exceed the Fees, LBR may request clarification from You as to what the excess payment relates to and LBR may then retain, reallocate or refund these sums accordingly. If, after nine months from the date of receipt of these excess funds and three requests from LBR for clarification without a meaningful response from You, LBR may retain these excess sums without obligation to refund or reallocate them.
3.6. If You fail to make a payment due to LBR under the Contract by the due date, then, without limiting LBR’s remedies under clause 11, You shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
3.7. Interest under clause 3.6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4. LBR’s obligations
4.1. Subject to Your compliance with the terms of the Contract, LBR shall use reasonable endeavours to:
(a) meet estimated dates for delivering the Product(s) and performing its obligations under the Contract, but any such dates are approximate only and the time for delivery is not of the essence of the Contract; and
(b) perform its obligations under the Contract with reasonable care and skill, including operating and managing the systems and technology platforms underlying the Product(s) and services.
4.2. Except as set out in the Product Specific Conditions, LBR gives no warranties and makes no representations in relation to the Product(s), including but not limited to their availability, and all warranties and conditions (including the conditions implied by sections 12 – 16 of the Supply of Goods and Services Act 1982 and sections 13 – 15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
5. Your obligations
5.1. You undertake to LBR that:
(a) You shall ensure that the terms of the Order Form are complete and accurate, and, if not, You shall promptly inform LBR of any inaccuracies or discrepancies;
(b) You shall perform Your obligations set out in the Product Specific Conditions and/or the Order Form; and
(c) You shall comply with all applicable laws, enactments, regulations, regulatory policies, guidelines and industry codes and shall maintain such authorisations and other approvals, permits and authorities as are required from time to time to perform Your obligations under or in connection with the Contract.
5.2. If LBR’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation, without prejudice to any other right or remedy available to LBR, LBR reserves the right to, at its sole discretion, suspend performance of its obligations and/or the provision of the Product until You remedy the default.
5.3. LBR shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Your failure to perform (or delay in performing) any of Your obligations set out at clause 5.1.
6. Limitation of liability
6.1. Nothing in the Contract limits any liability which cannot be legally limited, including liability for death or personal injury caused by negligence, or fraud or fraudulent misrepresentation.
6.2. Subject to clause 6.1, LBR shall not be liable to You whether in tort, contract or otherwise, arising under or in connection with the Contract for any loss of profits, loss of sales, business or opportunity, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software data or information, loss of or damage to goodwill, cost of wasted management time, business interruption, or any special, indirect or consequential loss, damage, costs or expenses.
6.3. Subject to clause 6.1, LBR’s total liability in each calendar year shall not exceed the value of the Fees paid by You in that calendar year under the Order Form to which the claim relates.
6.4. Subject to clause 6.1, unless You notify LBR that You intend to make a claim in respect of an event within the notice period, LBR shall have no liability for that event. The notice period for an event shall start on the day on which You became, or ought reasonably to have become, aware of having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
6.5. You acknowledge that LBR is not a law firm or professional services consultancy and does not offer legal or business advice. LBR shall have no liability to You arising out of or in connection with any reliance You place on the content published by LBR through its services or products and You place such reliance entirely at Your own risk. All content published by LBR is for information only and is not intended to amount to advice on which You should rely.
6.6. If any third party makes a claim, or notifies an intention to make a claim, against You that the Product(s) and services when used in accordance with the terms of the Contract infringe their Intellectual Property Rights, and such claim may reasonably be considered likely as to have arisen out of or in connection with the Contract (a “Claim”), You shall be deemed to have given to LBR sole authority to avoid, dispute, compromise or defend the Claim, provided that You shall:
(a) as soon as reasonably practicable, give written notice of the Claim to LBR, specifying the nature of the Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of LBR;
(c) give LBR and its professional advisers access at reasonable times (on prior written notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within Your power or control, so as to enable LBR and its professional advisers to examine them and to take copies (at LBR’s expense) for the purpose of assessing the Claim; and
(d) in accordance with Your general obligation at law, mitigate any loss You may suffer or incur as a result of an event that may give rise to a Claim.
7. Intellectual Property Rights
7.1. Except as set out in the Product Specific Conditions, LBR owns or is the licensee of all Intellectual Property Rights in the Products, all of which are protected by copyright laws and treaties around the world. All such rights are reserved by LBR and LBR’s licensors and You agree that You will not do anything to infringe or prejudice those rights. You obtain no ownership rights in the Products or any of the Intellectual Property Rights pursuant to or arising out of the Contract.
8. Data protection
Both LBR and You will comply with all applicable requirements of the Data Protection Laws and LBR’s privacy policy, a copy of which can be accessed at www.lexology.com/privacy. This clause 8 is in addition to, and does not relieve, remove or replace, the obligations or rights under the Data Protection Laws.
9. Permitted use of Product(s)
9.1. Where LBR grants You a licence to use the Product(s) under the Contract during the term of the Contract You shall comply with the terms of the licence.
9.2. Without prejudice to the licence referred to in clause 9.1, where You wish to use any materials made available via the Product(s) (the “LBR Materials”) for:
(a) non-commercial research or private study;
(b) criticism or review;
(c) reporting current events;
(d) quotation; or
(e) parody, caricature, pastiche,
(each a “Category of Permitted Use”), copyright laws state that You may do so provided that Your use amounts to “fair dealing” (or, if You’re a US customer, “fair use”) and that all other legal requirements for the relevant Category of Permitted Use are met. A number of factors must be considered when determining whether or not the particular use amounts to “fair dealing” or “fair use”, some of which will depend upon the specific Category of Permitted Use that You seek to rely upon. However, common factors will include the extent to which Your use commercially competes with LBR’s exploitation of the relevant LBR Materials, and the amount and importance of the LBR Materials used.
Whether a particular use (a) falls within the Categories of Permitted Use and/or (b) amounts to “fair dealing” or “fair use” depends on the facts and circumstances of the particular use. An evaluation of these facts and circumstances, the factors referred to above and court cases interpreting applicable copyright laws may all be necessary to determine whether the reproduction or distribution of materials published in printed form (books, magazines, newspapers, newsletters, etc.) is permissible.
9.3. LBR will not give legal advice to You as to whether a particular type of use (a) falls within the Categories of Permitted Use set out in clause 9.2; and/or (b) amounts to “fair dealing” or “fair use”.
9.4. You may only download, print out, photocopy, distribute and store in machine-readable form, primarily for one person’s exclusive use, limited extracts of the LBR Materials available via the Product(s) to the extent permitted by applicable copyright law to complete Your work. LBR Materials downloaded and stored in machine-readable form may not be displayed electronically to more than one user at a time.
10. Confidentiality
10.1. Each party undertakes at any time during the Contract, and for a period of two years after termination or expiry of the Contract not to disclose to any person any Confidential Information of the other party or of any member of the group of companies to which either party belongs, except as permitted by clause 10.2.
10.2. Each party may disclose the other party’s Confidential Information:
(a) to those of its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause 10; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3. Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
11. Cancellation and termination
11.1. You may not cancel an Order Form or a Contract without our prior written consent which may be given at our sole discretion. Any cancellation shall be subject to You reimbursing LBR within 14 days of LBR’s request for all costs reasonably incurred by LBR in fulfilling the Order Form.
11.2. Without prejudice to any other right or remedy available to LBR, LBR may terminate the Contract with immediate effect by giving notice in writing to You if:
(a) You commit a material breach of the Contract which is not remediable, or, if it is remediable, You fail to remedy within 14 days of receiving written notice of such breach; or
(b) any consent, licence, permission or authorisation held by You is revoked or modified such that You are no longer able to comply with Your obligations under the Contract.
11.3. Cancellation, termination or expiry of the Contract shall not affect any accrued rights and liabilities of either party at any time up to the date of cancellation/termination/expiry.
12. Force majeure
Except in relation to Your obligation to pay the Fees in accordance with clause 3, neither You or LBR shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly.
13. Trials
All trials or testing of the Product(s) and services are subject to these Conditions unless LBR notifies You otherwise. Access to the Product(s) and services for trials may only be used for Your evaluation purposes. Unless LBR agree otherwise in writing, any data You enter into the Product(s) and services, and any customizations made to the Product(s) and services by or for You, during any free trial may be permanently destroyed at the end of the trial.
14. Variation
Except as set out in the Contract, no variation of the Contract shall be effective unless it is agreed in writing and signed by LBR (or an authorised representative of LBR).
15. Waiver
No failure or delay by You or LBR to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
17. Entire agreement
17.1. The Contract constitutes the entire agreement between You and LBR.
17.2. You acknowledge that in entering into the Contract You do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. You shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
18. Assignment
18.1. LBR may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
18.2. You shall not, without the prior written consent of LBR, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other matter with any of Your rights and obligations under the Contract.
19. Third party rights
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
20. No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between You and LBR, constitute You or LBR the agent of the other, or authorise You or LBR to make or enter into any commitments for or on behalf of the other.
21. Governing law and jurisdiction
21.1. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
21.2. In the event of a dispute arising out of or relating to this Contract, including any question regarding its breach, existence, validity or termination, and including any non-contractual claims (whether in tort or otherwise) (the “Dispute”), the parties shall endeavour to reach a resolution of the Dispute satisfactory to both parties. Either party may commence such process by requesting a meeting with the other party, which may take place in person, or remotely. Each party shall nominate a representative or representatives (not to exceed 2) who shall meet to try to resolve the Dispute.
21.3. If the Dispute is not resolved within 5 business days of the meeting between the party representatives taking place (or if, for any reason, such meeting does not take place within 5 days of either party requesting the meeting (or such longer period as may be agreed between the parties)), then You and LBR irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle the Dispute.
