Terms and Conditions for Updater Services

Definitions

“Agreement”
means the terms and conditions set out in this document and any order form or renewal notice.
“Affiliates”
means entities that control, are controlled by or are under common control with Supplier.
“Archive”
means a repository of Data on the Site which may have been supplied to User as part of the Updater Service and/or may be made available separately to User who registers to access the Archive.
“Data”
means the Issues and other updating information supplied by Supplier to User whether via the Updater Service and/or as part of the Archive.
“Issue”
means an issue of the applicable publication.
“Service Description”
means an explanation of the key elements of the Updater Service and/or Archive as set out in the current order form or renewal notice or available on request.
“Updater Service”
means any of the Supplier’s free or paid for information updater services, including but not limited to e-updaters, e-alerts, e-newsletters (any of which may have an associated Archive) which delivers updating information (which may include Issues) to User whether by email or such other delivery medium as Supplier shall determine.
“User”
means the person to whom the Updater Service and/or access to the Archive is provided by Supplier.
“Work Product”
means User’s own documents, memoranda, advices, briefs, reports, presentations and other similar materials whether in print or in electronic form created by User in the regular course of User's business.
“Site”
means the internet site at which the Archive is situated.
“Supplier”
means Thomson Reuters (Professional) UK Limited – Legal Business, Friars House, 160 Blackfriars Road, London SE1 8EZ. (Company No. 1679046). Registered in England and Wales. Registered office: Aldgate House, 33 Aldgate High Street, London EC3N 1DL.
“Term”
see clause 1(c).

1. Basis and Term of the Agreement

  1. This Agreement shall govern the provision of the Updater Service to the User and the User’s access to and use of the Archive, if any.
  2. Delivery of the Updater Service (both of terms of frequency and medium of delivery) shall be as set out in the Service Description. Supplier may, at its sole discretion, change the frequency and medium of delivery of the Updater Service on reasonable notice to User.
  3. This Agreement will continue until such time as it expires (where the Agreement is not renewed) or is earlier terminated in accordance with the provisions of clause 8 (“Term”).
  4. In the case of registrations to an Updater Service and/or Archive where that registration is associated with an edition of a print and/or eBook, Supplier reserves the right to terminate User’s access to the Updater Service and/or Archive upon publication of a new edition of the said print or eBook.

2. The Licence

  1. (a) For the Term, Supplier hereby grants to User, a non-exclusive, non-transferable single user licence to access and use the Updater Service and the Archive in accordance with the terms of this Agreement.

3. Permitted use

  1. For the Term, in respect of the Data, User may, subject to clause (b) below:
    1. view the Data on screen (and in the case of PDF or other file types attached to a delivery email, open the said attachment for the purposes of viewing);
    2. print off one copy of each Issue for User’s individual use;
    3. store (whether in print or electronically) any or all Issues for User’s individual use;
    4. print off insubstantial extracts of the Data for User’s individual use; and
    5. reproduce insubstantial extracts of the Data in Work Product.
  2. The above permitted use of the Data shall only be exercised by User in the normal course of User’s business.For the avoidance of doubt User may not provide any of the Data and in particular PDF versions of the Issues (whether in print or in electronic format) to any other person other than as permitted by clauses 3(a) and (b) above.

4. Restrictions

Except as expressly permitted by this Agreement, or with Supplier’s prior written permission, User may not, nor allow any third party to:

  1. Copy, download, store, publish, transmit, transfer, sell or otherwise use the Data or any part thereof in any form or by any means;
  2. Re-use or interfere in any way with the Data or any part thereof;
  3. Modify or make any alterations, additions or amendments to the Data;
  4. Combine the whole or any part of the Data with any other software or material;
  5. Create derivative works from the whole or part of the Data; or Sell, licence, distribute or use all or any part of the Data in providing any information or updating service to anyone.

5. User’s Obligations

  1. User undertakes to use reasonable endeavours to:
    1. keep the Data secure and to ensure that the Data shall not be accessed or used by third parties; and
    2. prevent any third party duplicating or otherwise reproducing in whole or in part the Data.
  2. Supplier may allocate a user name and/or password (or such other identifiers as it thinks fit) (“Password”) to User so User may access and use the Updater Service and/or any Archive. A Password is issued for use by the User only and must not be shared with anyone else. The sharing of passwords is strictly prohibited. Accordingly, User is responsible for maintaining the security of its Password.
  3. In the case of an Updater Service for which there is a charge User shall pay the charges for the provision of the Updater Service as stated on the current order form, renewal notice or as otherwise agreed in writing by the parties. User will be responsible for all Internet connection charges and utility charges or related costs.
  4. Any invoices for the Updater Service are payable by User within thirty (30) days of the invoice date. If User fails to pay any charges when due then Supplier shall be entitled suspend or terminate (at it’s discretion) access to the Updater Service (and Archive, if any) and at its discretion to levy interest on all outstanding amounts due at a rate of four per cent above National Westminster Bank Plc base rate calculated on a daily basis.

6. Rights

  1. Except for the licence granted herein, all rights in the Data throughout the world, including all copyrights, are and will continue to be the property of the Supplier or its licensors. The Data is not sold to User who shall not acquire any right, sale or interest in the Data.
  2. Crown Copyright Material (if any) is reproduced with the permission of the Controller of Her Majesty’s Stationery Office and the Queen’s Printer for Scotland.
  3. User shall not do or omit to do or authorise any other person to do or omit to do any act which might be in breach of or inconsistent with any intellectual property right of Supplier or its licensors.
  4. User shall promptly inform Supplier if User becomes aware of:
    1. Any unauthorised use of the Data;
    2. Any actual, threatened, or suspected infringement of any intellectual property right of Supplier in the Material which comes to User’s notice; or
    3. Any claim by any third party coming to its notice that the Data infringes the intellectual property or other rights of that or any other person.
  5. User 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 rights of Supplier or its Licensors in the Data.
  6. User shall not erase, deface or cover any trademark, copyright notice, guarantee or other statement on the Data.

7. Disclaimer of Warranties and Limitation of Liability

  1. Supplier warrants to User that the Data does not infringe any industrial or intellectual property rights of any third party and that it holds itself the necessary rights to grant the rights specified in this Agreement.
  2. The Data and Updater Service is supplied to User on an “as is” basis and has not been supplied to meet User’s individual requirements. Supplier gives no warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currency and delays.
  3. Whilst all reasonable care has been taken to exclude computer viruses, no warranty is made that the Data or Updater Service is virus free. User shall be responsible for ensuring that no virus is introduced to any computer or network and shall not hold Supplier responsible therefor.
  4. Supplier and its Affiliates shall not be liable in contract, tort, delict or otherwise for any loss of whatsoever kind howsoever arising suffered in connection with the use of or inability to use the Updater Service, the Data or Archive, if any.
  5. Supplier and its Affiliates 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 use of or inability to use the Updater Service, the Data or Archive, if any.
  6. Without prejudice to the generality of clauses (d) and (e) above Supplier, its Affiliates and/or Licensors shall not be liable to User for any claim(s) relating in any way to:
    1. User’s inability or failure to perform legal or other research related work or to perform such legal or other research related work properly or completely, even if assisted by Supplier, its Affiliates and/or Licensors;
    2. any decision made or action taken by User in reliance on the Updater Service, the Data or Archive, if any; or
    3. any lost profits (whether direct or indirect) or any consequential exemplary incidental, indirect or special damages relating in whole or in part to User’s rights under this Agreement or use of or inability to use or inability to use the Updater Service, the Data or Archive, if any even if Suppliers, its Affiliates and/or Licensors have been advised of the possibility of such damages.
  7. In the event of any material inherent defects in the PDF, email or other delivery medium in which some or all of the Data may be supplied to User, other than caused by accident, abuse or misuse by User, Supplier will replace the defective original PDF, email or other delivery medium free of charge and such replacement shall be Supplier’s entire liability and User’s exclusive remedy for such defects.
  8. User shall accept sole responsibility for and Supplier shall not be liable for the unauthorised use of the Updater Service, the Data or Archive.
  9. Supplier will have no liability whatsoever for any liability of User to any third party which might arise resulting from this Agreement or the use of (or inability to use) the Updater Service, Data or Archive, if any.
  10. User may access, via links from the Updater Service, external internet sites operated by others (“Third Party Sites”). Supplier does not endorse or control the Third Party Sites and does not accept responsibility for their content or for any damage or loss User may suffer arising out of User accessing the Third Party Sites. User should ensure that it reads all copyright and legal notices on each Third Party Site before using the material on them.
  11. Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.
  12. None of the terms of this Agreement shall operate to:
    1. Exclude or restrict liability for death or personal injury resulting from negligence; or
    2. Affect statutory rights where User enters into this Agreement as a consumer.

8. Termination

  1. User may terminate this Agreement by using the unsubscribe feature in the Updater Service or where no such unsubscribe feature is available by giving written notice of termination to Supplier. Such notice shall be addressed to Customer Services and sent to the address provided in Clause 10(c) below. In the case of an Updater Service for which there is a charge no refunds in respect of any unexpired period will be given.
  2. Either party may terminate this Agreement on written notice to the other if the other 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.
  3. Consequences of termination
  4. Once an insubstantial extract of the Data is incorporated in a Work Product or where an insubstantial extract of the Data is stored as part of a matter or project file, (whether a current or archive file) pursuant to clause 3(a), User may continue to store that insubstantial extract of the Data on its own or incorporated into a Work Product in the said matter or project file, whether in print or electronically (or both), and whether current or Archive, after termination or expiration of this Agreement PROVIDED that after termination such insubstantial extracts of the Data shall not be used as a know-how database. All other Data must be deleted on termination of this Agreement.

9. Force Majeure

Supplier’s performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control included but not limited to 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.

10. Miscellaneous, Notices and General Provisions

  1. Supplier may change the terms of this Agreement at any time and such changes will be effective immediately. The most up to date version of the terms and conditions set out in this document will be posted to this Site and shall prevail without further notice to User over all other versions.
  2. Failure to enforce any provision of this Agreement will not constitute a waiver of such provision or of the right to enforce such provision.
  3. All notices must be given in writing to Supplier at 100 Avenue Road, London NW3 3PF or by email on: rluki.legalonlinenotices@thomsonreuters.com and to User at the email address provided by User in the registration process.
  4. This Agreement and all matters arising out of them shall in all respects be governed by the laws of England and Wales.
  5. Nothing in this Agreement shall create a partnership or agency relationship between Supplier and User.
  6. Supplier may without prior consent of User assign any benefit or transfer, delegate or sub-contract any of their duties and obligation under this Agreement.
  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.