The following terms have the meanings set out below:-
You or Your means The party entering into this Agreement with Us by accepting these terms. Where the context so requires, You or Your includes your Authorised Users.
Us, we or our means ED 209 Limited (CN 09991156) Registered in England and Wales. Registered office: 71-75 Shelton Street, London, WC2H 9JQ
Agreement means The applicable ordering document, the terms and conditions set out in this document, any variations agreed between Us and any additional terms notified before use of applicable Information or Services.
Authorised Users means any person employed by you.
Services includes provision of Information.
Information means Information provided by Us to You under this Agreement via the Website.
Start Date means The date the Subscription Period starts as notified to you by us.
Subscription Fee means The subscription fee for the Services to be provided under this Agreement, as specified in the applicable ordering document.
Subscription Period means The period in respect of which a Subscription Fee is payable for any Service, as specified in the applicable ordering document.
Website means The website at www.lawtracker.co.uk, or such other URL as we notify you from time to time.
2. Authority and Licence of Use of Information
2.1. In consideration of your payment of the Subscription Fee, We authorise You and Your Authorised Users to use the Information.
2.2. Your right to use the Information (including the licences hereunder) starts on the Start Date and ends on the first of the following events:
2.2.1. the end of the Subscription Period (unless We have agreed with You to renew this Agreement; or
2.2.2. termination of this Agreement under clause 9.
2.3. You may search, view, copy and print out material containing Information for your own business purposes;
3. Your Obligations
3.1.1. copy, print out or otherwise reproduce any Information nor any material relating to part of the Services, except as permitted under this Agreement or authorised by Us in writing;
3.1.2. make any part of the Information or of the Services available to anyone, except as permitted under this Agreement or authorised by Us in writing;
3.1.3. Subject to clause 2.3 above, alter any part of the Information or Services;
3.1.4. purport to assign or otherwise dispose of Your rights under this Agreement.
3.2. You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Information or Services using accounts created with Your username and password.
3.3. You acknowledge and agree that We and Our licensors own all intellectual property rights in the Information. Except as expressly stated in this Agreement, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Information, Services or any related documentation.
3.4. You are solely responsible for the appropriate use and adaption of Our Information for Your own use.
3.5. You recognise and accept that in Our Information (including Our answers to queries) We are not providing legal advice (such as would be given by a solicitors’ firm or barrister in private practice).
3.6. Subject to clause 4 (Our obligations), You will defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with Your misuse of the Services, provided that:
3.6.1. You are given notice of any such claim; and
3.6.2. We provide co-operation to You in the defence and settlement of such claim, at Your expense.
3.7. You are responsible for configuring Your information technology, computer programmes and platform in order to access the Services. You shall ensure that you operate up to date, best available, virus protection software.
4. Our Obligations
4.1. We will take reasonable steps to ensure that the Website shall be are virus-free.
4.2. We will use our best endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, Your sole and exclusive remedy shall be that We use Our best endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by Us to perform services related to Subscriber Data maintenance and back-up).
4.3. We will use Our best endeavours to ensure that the Services are provided continuously and that access to Our website is not interrupted by any event within Our control. We will notify You in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.
4.4. We undertake no obligation to respond to queries.
5.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
5.1.1. is or becomes publicly known other than through any act or omission of the receiving party; or
5.1.2. was in the other party’s lawful possession before the disclosure; or
5.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
5.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
5.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
5.2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
5.3. Each party shall use its best endeavours to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.
5.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in Our case, those third parties sub-contracted by Us to perform services related to Subscriber Data maintenance and back-up).
5.5. You acknowledge that Our Confidential Information includes the Software and the Subscription Fee.
5.6. This clause shall survive termination of this Agreement, however arising.
6.1. We give You no warranty or assurance, except as set out in clause 5 above. We declare and You acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
6.2. Our policy is to conduct our business at all times in a professional manner and to best practice standards. We use our best endeavours to maintain Information up to date and to develop Our Services to meet subscribers’ needs. However, You should note in particular:
6.2.1. The Information is not intended to constitute a definitive or complete statement of the law on any subject, nor is any part of it intended to constitute legal advice for any specific situation.
6.2.2. We do not undertake any obligation to consider whether the information provided to or by Us for the purpose of Our Information (including answering a query) is either sufficient or appropriate for any particular actual circumstances.
6.2.3. The Information includes archived information and resources, which may be incorrect or out of date.
6.2.4. We are a provider of Information only. We do not accept any responsibility for action taken as a result of information provided by Us. You should take specific advice when dealing with specific situations. The services are general and educational in nature, may not reflect all recent developments and may not apply to the specific facts and circumstances of individual matters.
6.2.5. We give You no warranty or assurance that the Services and Our means of delivering them are compatible with Your software or computer configuration.
6.2.6. We may change part or all of any Service at Our discretion.
7.1. This clause sets out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents, contributors, consultants and sub-contractors) to You in respect of:
7.1.1. any breach of this Agreement;
any use made by You of the Services or the Software or any part of them; and
7.1.2. any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
7.2. Except as expressly and specifically provided in this Agreement:
7.2.1. You assume sole responsibility for results obtained from the use of the Services by You, and for conclusions drawn from such use; and
7.2.2. all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
7.3. Nothing in this Agreement excludes Our liability:
for death or personal injury caused by Our negligence; or for fraud or fraudulent misrepresentation.
7.4. Subject to clause 7.3 above:
7.4.1. We shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
7.4.2. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to three times the Subscription Fee paid by you during the 12 months preceding the date on which the claim arose. You acknowledge that this limitation is reasonable.
7.5. Under this clause, “our liability” includes that of any company in Our group and Our and their respective agents, employees, contributors and consultants and sub-contractors, “You” includes any other party claiming through You and “loss or damage” includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
7.6. We shall have no liability to You under this Agreement if We are prevented from or delayed in performing Our obligations under this Agreement or from carrying on business by acts, events, omissions or accidents beyond Our reasonable control, including without limitation default of sub- contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
8.1. This Agreement will terminate if You or We are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach. If we are in material breach as a result of circumstances within Our control, You will be entitled to pro-rata return of the Subscription Fee.
8.2. Notwithstanding clause 8.1, if payment of the Subscription Fee is not made in full by the due date(s), without prejudice to any rights or remedies otherwise available, We reserve the right to (a) charge interest on the outstanding balance of all overdue sums at the rate of 3% per annum above the current base rate at Barclays Bank or the maximum interest rate permitted by law, whichever is the greater; and (b) suspend or withdraw access to each relevant Service(s).
8.3. On termination of this Agreement for any reason:
8.3.1. all licences granted under this Agreement shall immediately terminate;
8.3.2. subject to the exceptions in this sub-clause, the Information from Your electronic media, including Your intranet and electronic storage devices so that You no longer have an electronically functional copy of the Software or any part of the Information.;
8.3.3. termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
9. General Provisions
9.1. The rights provided under this Agreement are granted to You only, and shall not without Our prior written consent be considered granted to any subsidiary or holding company. You may not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement.
9.2. This Agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
9.3. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
9.4. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
9.5. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
9.6. This Agreement, the Subscription Fee invoice and any agreed written record identifying Authorised Users constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to it for breach of the Agreement shall be for breach of contract under the terms of this Agreement.
9.7. English law governs this Agreement and the parties submit to the non-exclusive jurisdiction of the English courts.