Terms and Conditions
The following terms and conditions (together with the documents referred to on it) (the "Terms and Conditions") apply:
- When You place orders to purchase any Subscription through the Website; and
- When You purchase any Subscription from Us other than through the Website.
IMPORTANT NOTICE
The following "Important Notice" terms apply to the placing of orders to purchase any Subscription through the Website.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE PLACING ANY ORDER FOR REPORTS WITH US (WHETHER YOU ARE PLACING THAT ORDER THROUGH THIS WEBSITE OR OTHERWISE). IN PARTICULAR CLAUSE 8 BELOW CONTAINS IMPORTANT PROVISIONS LIMITING OUR LIABILITY TO YOU IN RELATION TO THE PROVISION OF THE ONLINE REPORTS AND THE PRINTED REPORTS, WHICH YOU SHOULD READ CAREFULLY AND ENSURE YOU UNDERSTAND.
If You are unable to agree to any provision of these Terms and Conditions then You should not place any orders for any Subscription through this Website.
If, on the other hand, You are able to agree unconditionally to these Terms and Conditions, We would ask You to tick the box confirming you have read Our Terms and Conditions that appears at Step 3 of the on-line ordering procedure.
For terms and conditions relating to general use of the Website and Our privacy and cookies policy, please visit www.iclr.co.uk/privacy-and-cookies.
The privacy policy for the Website forms part of these Terms and Conditions, and in accepting these Terms and Conditions You also give your consent to our use of cookies and the way in which Your personal data is handled, which will be in accordance with our privacy policy.
1. DEFINITIONS
In these Terms and Conditions the following terms shall have the following meanings:
You or Your means the person, firm, corporation or other organisation subscribing to the Reports, as stated on the Order Form. Where the context so requires, You or Your includes Your Authorised Users;
Us, We, Our or ICLR means the Incorporated Council of Law Reporting, a company limited by guarantee (company number 00005034), whose registered address is Megarry House, 119 Chancery Lane, London WC2A 1PP, VAT number 232390976;
Authorised User means any employee, partner, student, member or other user entitled to access the Online Service for reasons linked to Your activities as set out in Your Order Form; in the case of a personal licence You are the only Authorised User;
Business Day means a day which is not a Saturday, Sunday or a public holiday in England;
Commencement Date has the meaning given to it in Paragraph 2.8;
Confidential Information means these Terms and Conditions, all matters relating to or connected with the operation of these Terms and Conditions and all and any information or data belonging to or relating to one party that is of a confidential nature that comes into the possession of another party as a consequence of these Terms and Conditions or the supply of the Reports;
Extracts means insubstantial extracts from the Reports (appropriately cited and credited);
Event of Force Majeure has the meaning given to it in Paragraph 10.2;
Intellectual Property Rights means any and all copyrights, registered design rights, trade marks, trade names, insignia, service marks, semi-conductor topography rights, know how, database rights, patents and all other legal and beneficial intellectual and industrial property rights (whether registered or not) throughout the world no matter by what name or expression such rights may be known as in any particular country in the world and all applications for the same;
Materials has the meaning given to it in Paragraph 5.2.2.1;
Online Reports means the online versions of the Reports;
Online Service means the provision of any access to the Online Reports and any documentation provided in connection therewith;
Order Form means the initial document and any subsequent document, whether in paper or electronic format, delivered by You and accepted by Us indicating the Reports initially required and any subsequent changes to the required Reports;
Permitted Purposes has the meaning given to it in Paragraph 5.2.1;
Pre-Contractual Statements has the meaning given to it in Paragraph 10.6;
Printed Reports means printed versions of the Reports;
Reports means any or all of the following, whether made available to You as Printed Reports or as Online Reports:
- The Weekly Law Reports: the law reports of cases published by ICLR since 1953 under the title "The Weekly Law Reports" or under any replacement title chosen by ICLR at any time;
- The Law Reports: the law reports of cases published by ICLR since 1865 under the title "The Law Reports" or under any replacement title chosen by ICLR at any time;
- The Industrial Cases Reports: the law reports published by ICLR since 1972 originally under the title "The Industrial Court Reports" and currently under the title "The Industrial Cases Reports" or under any replacement title chosen by ICLR at any time;
- The Business Law Reports: the law reports of cases published by ICLR since 1st January 2007 under the title "The Business Law Reports" or under any replacement title chosen by ICLR at any time;
- The Public and Third Sector Law Reports: the law reports of cases published by ICLR since 1st January 2009 under the title "The Public and Third Sector Law Reports" or under any replacement title chosen by ICLR at any time; and
- any other law reports published by ICLR at any time whether before or after the Effective Date as may be nominated by ICLR from time to time.
Subscription means a subscription to either the Printed Reports or the Online Service as more particularly described on Your Order Form;
Subscription Fee means the subscription fee for the Printed Reports or the Online Service (as notified to You from time to time);
Subscription Period means the following:
In relation to Printed Reports, the Subscription Period will commence on 1 January in the calendar year:
- in which the order was accepted in accordance with the terms of this Agreement for orders placed through the Website; or
- in which the Commencement Date occurred for orders placed other than through the Website
- and shall end on 31 December in that same year.
In relation to Online Reports, the Subscription Period will commence on the date the order was accepted in accordance with the terms of this Agreement for orders placed through the Website and shall last for a period of twelve (12) months from that date (or for such other period as may be set out in Your Order Form);
Website means the website available at www.iclr.co.uk
Working Day means a day other than a Saturday or a Sunday or a public holiday in England and Wales; and
Your Websites means the Website at which Your server is located, as stated on Your Order Form and at which You are entitled to use the Online Service.
2. OUR AGREEMENT WITH YOU
ORDERS PLACED THROUGH OUR WEBSITE
2.1 If You place an order to purchase any Subscription through the Website, the provisions of Paragraphs 2.2 to 2.6 shall apply.
2.2 In order to place an order to purchase a Subscription to any of the Reports through the Website and thereby conclude a legally binding contract with Us for the sale of the relevant Subscription, You should follow the steps set out in the Order Form relating to online ordering on the Website, at www.iclr.co.uk.
2.3 When You place an order for any Subscription through the Website, We will send You an email acknowledging receipt of Your order and containing the details of Your order. Please note that this does not mean that Your order has been accepted. Your order represents an offer by You to Us to purchase the relevant Subscription from Us. Your order is accepted by Us when We send You a further email confirming such acceptance. The contract between You and Us for the sale of any Subscription through the Website will therefore be made and become binding on both You and Us when We accept Your order by e-mail. That acceptance will be deemed complete and will be deemed for all purposes to have been effectively communicated to You at the time that We send the e-mail to You (whether or not You receive that e-mail). We reserve the right, at any time prior to Our communicating Our acceptance to You, to refuse any order made through the Website or any part of an order made through the Website, or to require further or better information to enable Us to evaluate and/or process the order.
Following receipt of confirmation of Your order through the Website, We suggest You print off a copy of these Terms and Conditions and the confirmation for Your records.
2.4 The risk in any Printed Reports which You purchase and the responsibility to insure them will pass to You when the relevant Printed Reports are delivered to You.
2.5 Within ten (10) Working days following Our confirmation of Your order, We will send to You a copy of all Printed Reports to which You have subscribed. These shall comprise those which have been produced by Us up to the year of Your Subscription (as well as any monthly or weekly parts issued to date if You purchase Your Subscription after the start of a year). During the year of Your Subscription, We will send to You all monthly or weekly parts of the Reports produced in the year of Your Subscription. For clarity, all Subscription prices quoted on the Website are for a calendar year.
2.6 For the avoidance of doubt, unless stated otherwise the Printed Reports and/or Online Reports shall include all archives of the relevant Reports since the date of their first publication.
ORDERS PLACED OTHER THAN THROUGH OUR WEBSITE
2.7 If You purchase any Subscription from Us other than through the Website, the provisions of Paragraph 2.8 shall apply.
2.8 Where You place an order for the purchase of any Subscription other than through the Website, You agree that each order shall constitute an offer by You to purchase the relevant Subscription subject to these Terms and Conditions. Such offer shall be deemed to be accepted upon the raising of an invoice by Us to You at which point a legally binding contract between Us and You shall come into existence (the date on which this invoice is raised being the "Commencement Date"). You and We agree that each invoice We raise in connection with each order shall expressly refer in writing to these Terms and Conditions and state that the invoice incorporates by reference these Terms and Conditions. The contract formed between Us shall consist of the Order Form and these Terms and Conditions.
3. FEES AND PAYMENT
3.1 The Subscription Fees constitute the full compensation for the provision of the Reports by Us to You but are exclusive of any applicable value added tax and delivery costs, which will be added to the total amount due.
3.2 Where You place an order for the purchase of any Subscription through the Website You may choose whether to pay the Subscription Fees by credit card at the same time as You make your online order or to be sent an invoice following the placing of Your order. Where you opt to receive an invoice:
3.2.1 We shall e-mail an invoice to You in respect of the Subscription Fees; and
3.2.2 You shall pay each invoice within thirty (30) calendar days following receipt of the invoice.
3.3 Where You place an order for the purchase of any Subscription other than through the Website:
3.3.1 We shall submit invoices to You in respect of the Subscription Fees for the Subscription Period; and
3.3.2 You shall pay each invoice within thirty (30) calendar days following receipt of the invoice.
3.4 We will not provide you with access to any Online Reports and/or Printed Reports until you have paid your invoice for the Subscription Period.
3.5 Once you have paid the Subscription Fee for a relevant Subscription Period you will not be entitled to receive any refund of such Subscription Fee for that Subscription Period, regardless of whether the Terms and Conditions terminate in accordance with Paragraph 9 below.
3.6 Despite Our best efforts, some Subscription Fees listed may be incorrect. We are under no obligation to provide the Reports to You at the incorrect (lower) price, even after We have sent You a confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by You as a mis-pricing.
4. RIGHT OF CANCELLATION
4.1 If You purchase a Subscription to the Online Reports, or otherwise access the Online Reports, in each case as a consumer (in other words, where You are using the Online Reports other than for business or commercial purposes), then as long as you have not started using the Online Service You have the right, within seven (7) Business Days from the date after the date of Your acceptance of these Terms and Conditions, to cancel Our contract with You. You may exercise this right by writing or sending an email to Us at the postal or email address given in Clause 10.16 below.
4.2 If You purchase a Subscription to the Printed Reports through the Website, as a consumer (in other words, where You are using the Printed Reports other than for business or commercial purposes), then You have the right, within seven (7) Business Days from the date after the date on which You receive the Printed Reports, to cancel Our contract with You. You may exercise this right by writing or sending an email to Us at the postal or email address given in Clause 10.16 below and returning all copies of the Printed Reports that You may have received to Us.
5. INTELLECTUAL PROPERTY RIGHTS AND RESTRICTIONS ON USE OF THE REPORTS
5.1 Without prejudice to the Intellectual Property Rights (if any) which the Crown or any third party may own in the transcripts or reports from which the Reports are derived, all Intellectual Property Rights in the Reports are the property of ICLR and/or its third-party licensors. All rights are reserved.
5.2 If You purchase a Subscription to the Online Reports, or otherwise access the Online Reports, the provisions of this Paragraph 5.2 shall apply:
5.2.1 The right to use the Online Reports is non-transferable and for the limited purposes of carrying out: (a) academic research or study; (b) providing academic services to students; (c) providing professional advice in connection with a lawful trade or profession only; (d) citing and/or arguing cases before a Court of law; or (e) any judicial office or function (the "Permitted Purposes").
5.2.2 You may, as required for the Permitted Purposes and as otherwise permitted by law:
5.2.2.1 reproduce, quote and excerpt Extracts in Your own documents, memoranda, briefs and similar materials ("Materials");
5.2.2.2 copy Extracts for internal use and for distribution to third parties if such third parties agree not to further distribute the same;
5.2.2.3 distribute Materials related to a specific cause of action containing Extracts to:
- the court before which the cause of action is to be heard, and/or
- the parties to the cause of action; and/or
- their representatives.
5.2.3 You shall at all times observe the terms of Paragraphs 5.2.1 and 5.2.2 and do nothing that goes beyond the scope of the rights granted to You under those Paragraphs. Except as may be permitted in accordance with Paragraphs 5.2.1 or 5.2.2, You shall not re-sell, lend, distribute or otherwise commercially exploit in any way, or create derivative works from, the Online Reports.
5.3 You acknowledge and agree that nothing in these Terms and Conditions shall have the effect of transferring the ownership of any Intellectual Property Rights in the Reports and/or Online Service (if applicable) or any part of the Reports and/or Online Service (if applicable) to You or any third party. You undertake not to do any act or thing which is inconsistent with or which is likely in any way to prejudice such title.
5.4 You shall promptly inform Us if You become aware of:
5.4.1 any unauthorised use of the Reports;
5.4.2 any actual, threatened, or suspected infringement of any of Our Intellectual Property Rights in the Reports which comes to Your notice; or
5.4.3 any claim by any third party coming to Your notice that the Reports infringe the Intellectual Property Rights of any other person.
6. CONFIDENTIALITY
6.1 You and We agree to keep the Confidential Information confidential at all times and shall not use or disclose any Confidential Information except:
6.1.1 strictly as required to perform Your or Our respective obligations under these Terms and Conditions; or
6.1.2 with the prior consent of the party that owns such Confidential Information or to which such Confidential Information relates.
6.2 The provisions of Paragraph 6.1 shall not apply to Confidential Information:
6.2.1 which the receiving party is able to prove was already in its possession without obligation of confidence at the date it was received or obtained;
6.2.2 which the receiving party obtains from some other person with good legal title to the same;
6.2.3 which comes into the public domain otherwise than through the default or negligence of the receiving party;
6.2.4 which is independently developed by or for the receiving party; or
6.2.5 which the receiving party is required to disclose by law or by the rules of any recognised stock exchange, or governmental or other regulatory body provided the party concerned shall, if practicable, supply a copy of the required disclosure to the party that owns such Confidential Information or to which such Confidential Information relates before it is disclosed and incorporate any amendments or additions reasonably requested by the other.
6.3 You shall further ensure that Your personnel, sub-contractors, agents and Authorised Users who have, or may have, access to the Confidential Information are bound by an undertaking in substantially the same terms or to the same effect as this Paragraph 6.
7. WARRANTIES
7.1 We warrant that We own or have obtained all necessary rights, licences or consents to provide the Reports to You and, where applicable, allow You to use the Online Service in accordance with these Terms and Conditions.
7.2 The Reports and/or Online Service (if applicable) are provided to You on an "as is" basis. All warranties, conditions or terms not set out in these Terms and Conditions and which would otherwise be implied or incorporated into these Terms and Conditions by statute, common law or otherwise are hereby excluded to the maximum extent permitted by law. We make no warranty or representation that the Reports or any other part of the Online Service (if applicable) are free from errors or omissions.
8. LIABILITY
8.1 Nothing in these Terms and Conditions shall operate to limit or exclude either party's liability to the other for death or personal injury caused by that party's negligence, fraudulent misrepresentation or fraudulent concealment, or any liability which cannot be limited or excluded by law.
8.2 SUBJECT TO PARAGRAPH 8.1, OUR TOTAL AGGREGATE LIABILITY (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF OUR EMPLOYEES, AGENTS AND SUB-CONTRACTORS) TO YOU UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHER LEGAL OR EQUITABLE GROUNDS (INCLUDING IN EACH CASE NEGLIGENCE) SHALL UNDER NO CIRCUMSTANCES EXCEED A SUM EQUAL TO 100% OF THE SUBSCRIPTION FEE.
8.3 SUBJECT TO PARAGRAPH 8.1, WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, WASTED MANAGEMENT TIME, GOODWILL, OR REVENUE, OR ANY LOSS OR CORRUPTION OF DATA, OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, EVEN IF WE HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
8.4 SUBJECT TO PARAGRAPH 8.1, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY CLAIM(S) RELATING IN ANY WAY TO:
8.4.1 YOUR INABILITY OR FAILURE TO PERFORM ANY LEGAL OR OTHER RESEARCH RELATED WORK OR TO PERFORM SUCH LEGAL OR OTHER RESEARCH OR RELATED WORK PROPERLY OR COMPLETELY; OR
8.4.2 ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE REPORTS.
9. TERM AND TERMINATION
9.1 Where You place an order to purchase any Subscription through the Website, these Terms and Conditions shall commence on the date of Your acceptance of these Terms and Conditions (as indicated by your ticking the relevant box at Step 3 of the online ordering procedure) and shall continue until the end of the Subscription Period unless terminated earlier in accordance with this Paragraph 9.
9.2 Where You purchase Printed Reports from Us (other than through the Website), these Terms and Conditions shall commence on the Commencement Date and shall continue until the end of the Subscription Period unless terminated earlier in accordance with this Paragraph 9.
9.3 Either party may (without prejudice to its other rights) terminate these Terms and Conditions by giving written notice to the other if:
9.3.1 the other party commits a material breach of any of its obligations under these Terms and Conditions and (in the case of a remediable breach) fails to remedy the breach within thirty (30) days of the non-defaulting party's written notice to do so;
9.3.2 in the case that the other party is a corporate entity, (save in relation to a solvent reorganisation, reconstruction or amalgamation) an order is made or a resolution is passed for the winding up of the other party, or a provisional liquidator is appointed in respect of the other party or an administration order is made in respect of the other party, or a receiver (which expression shall include an administrative receiver) is appointed in respect of the other party or all or any of its assets and is not discharged within a period of thirty (30) days, or the other party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if any voluntary arrangement is proposed under Section 1 of the Insolvency Act 1986 in respect of the other party or any distress or execution is levied on any of the assets of the other party or any judgement for a monetary sum is given against the other party and is not paid within twenty one (21) days or if the other party ceases or threatens to cease carrying on the whole or any material part of its business or either party suffers an analogous event or proceeding in any other jurisdiction; or
9.3.3 in the case that the other party is an individual, and is deemed either unable to pay its debts or as having no reasonable prospect of so doing, within the meaning of section 268 of the Insolvency Act 1986 or if any voluntary arrangement is proposed under Section 1 of the Insolvency Act 1986 in respect of that party.
9.4 We may terminate these Terms and Conditions immediately on written notice to You if any agreement between any third party provider of any part of the Reports and Us is terminated. In this event, We shall make a pro rata refund to You of any moneys paid by You in advance for the Reports for any period which has not expired.
9.5 Upon termination for any reason:
9.5.1 all rights granted to You under these Terms and Conditions shall cease;
9.5.2 You shall cease all activities authorised by these Terms and Conditions;
9.5.3 You shall immediately pay to Us any sums due to Us under these Terms and Conditions; and
9.5.4 as soon as reasonably practicable, (and in any event within fourteen (14) days) following such termination), You shall immediately cease any use of the Online Reports and shall destroy and, if applicable, return to Us any and all copies of any of Our Confidential Information then in Your possession, custody or control and, in the case of destruction, certify to Us that You have done so.
9.6 The rights and obligations of the parties under these Terms and Conditions which are intended to continue beyond the termination or expiry of these Terms and Conditions (including those under Paragraphs 1, 3, 4 – 10 and 14) shall survive the termination or expiry of these Terms and Conditions.
10. GENERAL PROVISIONS
10.1 You may not assign or transfer any of Your rights or obligations under these Terms and Conditions without Our prior written consent.
10.2 We shall not be liable for any delay or failure to perform Our obligations under these Terms and Conditions to the extent that and for so long as such delay or failure results from circumstances beyond Our reasonable control (an "Event of Force Majeure"). We shall notify You as soon as reasonably practicable upon becoming aware of an Event of Force Majeure. If an Event of Force Majeure continues for a period exceeding two (2) months, We shall have a right to terminate these Terms and Conditions immediately on written notice to You. For the avoidance of doubt, nothing in this Paragraph 10.2 shall excuse You from any payment obligations under these Terms and Conditions.
10.3 Other than as expressly provided in respect of the Authorised Users, these Terms and Conditions are not intended to benefit anyone other than the parties to it and, in particular, no provision of these Terms and Conditions shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 or otherwise by a third party.
10.4 Any notices and other communications required or permitted to be given under these Terms and Conditions shall be in writing and shall be delivered or transmitted to the intended recipient's address as specified above (in the case of Us) or as indicated on the Order Form (in the case of You) or such other address as either party may notify to the other from time to time in accordance with this Paragraph. Any notice shall be treated as having been served on delivery if delivered by hand and three (3) Business Days after posting if sent by pre-paid first class post and on completion of transmission if sent by electronic mail. Notices sent to Us shall be provided to Our contact details stated in Paragraph 10.16 and notices sent to You shall be provided to the contact details stated on the Order Form.
10.5 These Terms and Conditions, together with the Order Form, constitutes the entire agreement between the parties in relation to its subject matter, and replaces and extinguishes all prior agreements, draft agreements, arrangements, undertakings, or collateral contracts of any nature made by the parties, whether oral or written, in relation to that subject matter.
10.6 Each party acknowledges that in entering into these Terms and Conditions it has not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings or representations which were made by or on behalf of the other party in relation to the subject-matter of these Terms and Conditions at any time before its signature (together "Pre-Contractual Statements"), other than those which are set out expressly in these Terms and Conditions.
10.7 Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements, but for Paragraph 10.6.
10.8 Nothing in this Paragraph shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
10.9 The failure of either party to enforce or to exercise any term of these Terms and Conditions does not constitute a waiver of such term and shall in no way affect that party's right later to enforce or to exercise it.
10.10 The invalidity or unenforceability of any term or any part of any term of these Terms and Conditions shall not affect the validity or enforceability of any other terms or rights or the remainder of any such term or right which shall continue in full force and effect except for any such invalid or unenforceable provision or part thereof.
10.11 Where You place an order for the purchase of the Printed Reports (other than through the Website):
10.11.1 No variation of, or amendment to, these Terms and Conditions shall bind either party unless made in writing and signed by authorised representatives of both parties.
10.12 Where You place an order to purchase any Subscription through the Website:
10.12.1 You acknowledge and agree that We may revise these Terms and Conditions at any time by amending them or the documents referred to in them. You are expected to check these Terms and Conditions and the e-mail account You use to register with Us regularly to take notice of any changes, as they will be binding on You from the date on which We give You notice of the change via e-mail.
10.13 Nothing in these Terms and Conditions shall (except as expressly provided) be deemed to constitute a partnership or joint venture, or create a relationship of principal and agent for any purpose between the parties.
10.14 These Terms and Conditions and any Order Form are made available in the English language only.
10.15 These Terms and Conditions (including any non-contractual disputes or claims) shall be governed by and construed in accordance with English law and You and We irrevocably submit to the exclusive jurisdiction of the English courts.
10.16 Our Contact Details
If You experience any problems with Your order, please contact Us and We will be happy to assist You.
Address:
Incorporated Council of Law Reporting,
Megarry House,
119 Chancery Lane,
London WC2A 1PP
Email:
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Telephone: 020 7242 6471
ONLINE REPORTS - ADDITIONAL TERMS
The following terms and conditions apply in addition to those set out above where Your Subscription includes provision of the Online Service.
11. AUTHORITY AND LICENCE FOR USE OF THE SERVICES
We hereby grant You a non-exclusive, non-transferable and revocable licence to access and use the Online Service for the Subscription Period, subject to these Terms and Conditions.
12. SERVICE ACCESS
12.1 We shall use reasonable endeavours to ensure that the Online Service is available twenty-four (24) hours a day throughout the Subscription Period. We do not warrant that the Online Service will be uninterrupted or error free, and You acknowledge and agree that provision of the Online Service may entail some human and machine errors, delays, interruptions and losses, including the inadvertent loss of data or damage to media. The normal availability of the Online Service may be varied on occasions of which We will give You notice that is reasonable in the circumstances. We reserve the right to suspend the Online Service temporarily and without notice for reasons beyond Our control.
12.2 We reserve the right to make modifications or improvements to the Online Service and will make every reasonable effort to give You notice of such changes. We shall allocate to You any necessary usernames and/or passwords, which control access to the Online Service. You shall ensure that only You and any Authorised Users shall use such usernames and/or passwords to access the Online Service. We reserve the right to change Your usernames and/or passwords at any time and shall notify You of such changes as soon as reasonably practicable prior to making any change.
12.3 You shall provide and bear the cost of all third party telecommunications or Internet services required by You to access and use the Online Service.
13. PERMITTED ACTIVITIES
13.1 You may:
13.1.1 search and view the Online Reports on screen and print out extracts of the Online Reports, subject to existing legislation and provided that You clearly acknowledge the source and ownership of the copyright in the Online Reports or the relevant extract of the Online Reports;
13.1.2 on an occasional basis either via e-mail or fax transmit individual documents in electronic format to individual internal user(s) for internal use and for distribution to third parties if such third parties agree not to further distribute the same and You do not charge such third party for such documents; and
13.1.3 download Extracts to a storage device under Your exclusive control and temporarily store the same in order to carry out the above functions.
13.2 You may store Extracts in a database or other storage which is not readily accessible searchable or useable by Authorised Users and which is retained only for the purpose of proof at a later date, e.g. for purposes of litigation against You that certain material was reviewed as part of a particular matter.
13.3 You shall not store any Online Reports in any form of database whether current or archival which is intended for the storage, and/or provision to its users, of access to know-how.
13.4 You shall not remove, conceal or obliterate any copyright or other proprietary notices included in the Online Service or on the Reports.
13.5 Other than to the extent permitted by applicable law, You may not (and shall not permit any third party to):
13.5.1 decompile, reverse engineer, disassemble, or otherwise reduce the Online Reports to a human-readable form;
13.5.2 copy, download, store, publish, transmit, transfer, sub-licence, re-distribute or sell the Online Reports or any part of them;
13.5.3 modify or make any alterations, additions or amendments to the Online Reports;
13.5.4 combine the whole or any part of the Online Reports with any other software, data or material; or
13.5.5 create derivative works from the whole or any part of the Online Reports.
14. YOUR GENERAL RESPONSIBILITIES
14.1 You will ensure that the Online Service is used in accordance with these Terms and Conditions, and shall use all reasonable endeavours to prevent unauthorised access to the Online Service, and to keep any Online Reports stored (as permitted under this Agreement) secure. Where You have purchased a multi-user subscription, You will ensure that no more than the permitted number of Authorised Users (as set out on the Order Form) use the Online Service and You shall remain fully responsible and liable for any breach of these Terms and Conditions by any of Your Authorised Users.
14.2 You agree to indemnify Us fully and hold Us harmless from, all costs, damages, losses and expenses (including all reasonably incurred legal expenses) whether arising in contract, tort, under statute (including in each case negligence) or otherwise incurred by Us which arise in connection with any misuse by You, any Authorised User, or any third party of the Online Service, or otherwise in connection with any breach by You of these Terms and Conditions.
14.3 You are responsible for ensuring that Your hardware and software are capable of accessing the Online Service. You are permitted to make, and are responsible for making, backup copies of the contents of the hard disks of any computer on which the Online Service are being installed or used.
14.4 If there any terms in these Terms and Conditions that You do not understand We suggest You contact Us before proceeding.
14.5 If You agree to be bound these Terms and Conditions in respect of Your use of this Website and any orders You place with Us please indicate your acceptance by ticking the box confirming you have read Our Terms and Conditions that appears at Step 3 of the on-line ordering procedure.
14.6 If You do not agree to be bound by these Terms and Conditions then please do not place any orders with us.