1. Definitions and Interpretation
1.1 In these Conditions, the following definitions apply:
“Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England;
“Company” means the supplier company set out in the Order Form;
“Conditions” means the Company’s terms and conditions of business set out in this document;
“Confidential Information” means any commercial, financial, commercial, tactical, strategic or technical information, information relating to the Product, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
“Contract” means the agreement between the Company and You for the supply and purchase of a Product incorporating these Conditions, the Order Form and the Product Specific Conditions and including all their respective schedules, attachments and annexures;
“Data Protection Laws” means the General Data Protection Regulation, Regulation (EU) 2016/679 (“GDPR”), the Data Protection Act 2018, any laws which implement such laws and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
“Fees” means the fees payable by a party under the contract, as set out in the Order Form;
“Force Majeure” means an event or sequence of events beyond a party’s reasonable control;
“Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; (e) to which the relevant party is or may be entitled, and (f) in whichever part of the world existing;
“Order Form” means the order for a Product entered into between the parties in substantially the same format as set out in the Company’s order form;
“Product” means a product provided by the Company, including but not limited to Content Contributors, Lexology Inform, Content Subscriptions, Profiles, Live Events Sponsorship, and Webinars;
“Product Specific Conditions” means the Company’s additional terms and conditions which apply to the Product ordered by You;
“VAT” means value added tax under the Value Added Taxes Act 1994 or any other applicable sales or fiscal tax applying to the Contract; and
“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. In these Conditions, unless the context otherwise requires:
1.2.1. clause, schedule and paragraph headings will not affect the interpretation of the Contract;
1.2.2. wherever the words “in particular”, “include” or “including” are used in the Contract, they are to be construed without limitation;
1.2.3. a reference to an enacted law, a statute or a statutory instrument is a reference to it as it is in force for the time being, taking account of any amendment, extension or re enactment, and includes any subordinate legislation for the time being in force made under it;
1.2.4. In the event of any inconsistency between the clauses of these Conditions, the Product Specific Conditions or the Order Form, that inconsistency will be resolved according to the following order of precedence:
1.2.4.1. the relevant Order Form; and then
1.2.4.2. the clauses of the Product Specific Conditions; and then
1.2.4.3. the clauses of these Conditions.
2. Application of these Conditions
2.1. These Conditions and the relevant Product Specific Conditions apply to and form part of the Contract between the Company and You. They supersede any previously issued terms and conditions of purchase or supply.
2.2. Each Order Form shall be an offer to supply the Product, subject to these Conditions.
2.3. The Company may accept or reject an Order Form at its discretion and an Order Form shall only become binding on the Company upon the earlier of: (i) the Company’s written acceptance of the Order Form; or (ii) the Company delivering the Product or performing its obligations under the Contract (as the case may be).
3. Fee and Payment
This clause 3 shall only apply to the extent that Fees are payable by You under the Contract.
3.1. The Fees are exclusive of any applicable VAT which You shall be additionally liable to pay to the Company upon receipt of a valid VAT invoice.
3.2. The Company shall invoice You for the Fees at the frequency and intervals set out in the Order Form.
3.3. You shall pay all invoices in full without deduction or set-off, in cleared funds to the bank account nominated by the Company in accordance with the payment terms set out in the Order Form.
3.4. Time of payment is of the essence. The Company reserves the right to increase the Fees payable in respect of the provision of the Product once per year during the term of the Contract or upon commencement of a Further Term (as defined in the relevant Product Specific Conditions) by giving written notice to You.
3.5. Where the sums received by You are in excess of the Fee, the Company will request clarification from You as to what the excess payment relates to and then retain, reallocate or refund these sums accordingly. You agree that if, after nine months from the date of receipt of these excess funds and three requests for clarification without a meaningful response, the Company may retain these excess sums without obligation to refund or reallocate them.
4. Delivery and Performance
4.1. The Company shall use reasonable endeavours to meet estimated dates for delivery and performance of its obligations under the Contract, but any such dates are approximate only.
5. Cancellation of a Contract by You
5.1. You may not cancel an Order Form or Contract without our prior written consent which may be given in our absolute discretion. Any cancellation shall be subject to You reimbursing the Company for all costs reasonably incurred by the Company in fulfilling the Order Form up until the date of cancellation.
6. Your Obligations
6.1. You shall:
6.1.1. ensure that the terms of the Order Form are complete and accurate, and promptly inform the Company of any inaccuracies or discrepancies;
6.1.2. perform Your obligations set out in the Product Specific Conditions and/or Order Form; and
6.2. If the Company 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;
6.2.1. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of its obligations and/or the provision of the Product until You remedy the default; and
6.2.2. the Company 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 6.1.
7. Warranty
7.1. In relation to each Product, the Company gives the warranties set out in the relevant Product Specific Conditions.
7.2. The Company warrants that during the term of the Contract:
7.2.1. it we will operate and manage the systems and technology platforms underlying its Products and services with reasonable skill and care; and
7.2.2. it will perform its obligations under the Contract using reasonable skill and care.
7.3. Except as expressly set out in the Contract, the Company:
7.3.1. gives no warranty and makes no representations in relation to the Product; and
7.3.2. all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 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.
8. Limitation of Liability
8.1 Subject to clause 8.4, the Company’s total liability in each calendar year shall not exceed the value of the Fees paid in that calendar year under the Order Form to which the claim relates.
8.2 Subject to clause 8.4, the Company shall not be liable to You whether in tort (including but not limited to negligence or breach of statutory duty), contract or otherwise, arising under or in connection with the Contract for: any loss of use, loss of profits, loss of anticipated profits, loss of business or contracts, loss of data, loss of reputation or goodwill, loss of opportunity, cost of wasted management time, business interruption, or any type of special, indirect or consequential loss, damage costs or expenses.
8.3. You acknowledge that the Company is not a law firm or professional services consultancy and does not offer legal or business advice. The Company shall have no liability to You arising out of or in connection with any reliance You place on the content published by the Company through its services or products. All content is provided for information only and is not intended to amount to advice on which You should rely.
8.4. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
8.4.1. death or personal injury caused by negligence;
8.4.2. fraud or fraudulent misrepresentation; or
8.4.3. any other losses which cannot be excluded or limited by applicable law.
9. Intellectual Property
9.1. Intellectual Property Rights shall be owned in accordance with the terms of the Product Specific Conditions.
10. Data Protection
10.1. The Company shall process personal data (as defined in the Data Protection Laws) in accordance with:
10.1.1. Data Protection Laws; and
10.1.2. the Company’s privacy policy which is available at https://www.lexology.com/Privacy.
11. Force Majeure
11.1. Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. This clause 11 will not apply to Your obligation to pay the Fees.
12. Termination
12.1 Without affecting any other right or remedy, the Company may terminate the Contract with immediate effect by giving notice in writing to You:
12.1.1. if You commit a material breach of the Contract and such breach is not remediable or if it is remediable, You fail to remedy within 14 days of receiving written notice of such breach;
12.1.2. if any consent, licence or authorisation held by You is revoked or modified such that You are no longer able to comply with Your obligations under the Contract; or
12.1.3. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Company at any time up to the date of termination.
13. General
13.1. Variation. Except as set out in these Conditions or Product Specific Conditions, no variation of these Conditions, an Order Form or Product Specific Conditions shall be effective unless it is agreed in writing and signed by the Company or authorised representative.
13.2. Waiver. No failure or delay by a party to exercise any right or remedy provided under these Conditions, Product Specific Conditions 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.
13.3. Severance. If any provision (or part of a provision) of these Conditions or the Product Specific Conditions is or becomes invalid, unenforceable or illegal, 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.
13.4. Entire Agreement.
13.4.1. These Conditions, the Product Specific Conditions and the Order Form constitute the whole agreement, between the parties and supersede any previous arrangement, understanding, assurances, warranties, representations and understandings between them relating to its subject matter.
13.4.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions, the Product Specific Conditions or the Order Form.
13.5 Assignment. You shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under the Contract. The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.6. Third Party Rights. No one other than a party to the Contract shall have any right to enforce its terms.
13.7. Set off.
13.7.1. The Company shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to You under the Contract or under any other contract which the Company has with You.
13.7.2. You shall pay all sums that it owes to the Company under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
13.8. Compliance with law. In using the Company’s services, You shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform Your obligations under or in connection with the Contract.
13.9 No partnership or agency. Nothing in the Contract will constitute, or be deemed to constitute a partnership between the parties nor will it constitute, or be deemed to constitute, either party the agent of the other party for any purpose.
14. Governing Law and Jurisdiction
14.1. 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.
14.2. If You are incorporated in the United Kingdom, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
14.3. If You are incorporated outside of the United Kingdom (or in Scotland, in the event of its independence), any dispute arising out of or in connection with each Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause and for that purpose:
14.3.1. the number of arbitrators shall be one;
14.3.2. the seat, or legal place, of arbitration shall be in London; and
14.3.3. the language to be used in the arbitral proceedings shall be English.
