SERVICE LICENCE TERMS
BETWEEN LICENSEE ("CUSTOMER") AND LICENSOR ("COMPANY")
PART A: SUBSCRIPTION FORM
Yes, I (“Customer”) agree to subscribe to the stated Service (this Website as parts of this Website) as indicated above or in a separate subscription form or letter and agree to the terms and conditions of Part B: Licence Terms.
PART B: LICENCE TERMS BETWEEN LICENSEE (“CUSTOMER”) AND LICENSOR (“COMPANY”)
“Company” means Legal Centrix, Media Centrix Ltd., Legal & Financial Media Ltd., and its affiliates, subsidiaries, parent company, and partner companies, together the rights owners regarding Legal Centrix products and services.
“Content” is any information, content, tools, resources, links, and any other materials provided by Company.
“Contributor” is an author, editor and/or contributor of Content to or regarding the Service.
“Customer” is the organization that is named in Part A of this agreement.
(a) any content, (including but not limited to any information, content, tools, resources, and links) including the form and presentation of the Content, provided by the Company to the Customer pursuant to this Agreement including all updated content. The Service is delivered primarily through the World Wide Web.
(b) the rights to submit content and information which may include
(i) legal and business articles, guides, chapters, documents event listing, firm directory listings, videos, webinar information and any other content,
(ii) customer profiles, contacts, details, firm members, and other firm marketing and substantive information, and
(iii) other resources as agreed between the parties.
“Subscription Agreement” or “Purchase Agreement” is the Company’s Subscription agreement in which the Customer agrees to subscribe to the Service including details of the Subscription Date, the Licence Fee or Subscription Fee, the Subscription Period, the Renewal Fee, and any other relevant information to the licensing of the Service.
“Subscription Date” is the date upon which the Subscription Period commences, which shall be the date of full access to the Service unless otherwise stated.
“Subscription Period” is the number of months of the subscription or licence stated in Part A of your subscription or purchase agreement
“Licence Fee” or "Subscription Fee" is the fee payable by the Customer for use of the Service as stated in Part A of your subscription or purchase agreement.
“Renewal Fee” is the licence fee to be paid prior to the expiry of the Subscription Period.
“Updates to the Service” means updates to the scope of content and presentation of the Service as at the Subscription Date.
“Users” or “Registered Users” means actual registered persons employed by Customer or its subsidiaries. The Customer shall provide to the Company the actual names and email addresses of the proposed users of the Service unless otherwise agreed. Such persons shall be considered Registered Users.
2. SERVICE LICENCE
2.1 Subject to the terms and conditions of this Agreement, the Company grants to the Customer, a non-exclusive, non-transferable licence to access and to use the Service commencing from the Subscription Date for the Subscription Period. The Licence to the Service shall renew at the end of each Subscription Period if the Customer indicates acceptance of renewal of the subscription by email, facsimile, mail, text, or courier to the one of the Company’s staff or to an office address of the Company, or by email to firstname.lastname@example.org.
2.2 The Licence and subsequent Renewals entitles the Customer to receive access to the Service, including all updates to the Service, delivered by such media that the Company shall choose.
2.3 The Licence may state the number of Users permitted to access the Service. In case of User change due to Customer internal reasons, the Customer shall promptly notify the Company by written notice and the Company shall change the User.
2.4 The amount of the Renewal Fee for the Customer’s subsequent licence period shall be 1) as stated in the Subscription Agreement, if so stated, or 2) the same as the Licence Fee plus 2.5% unless the Company has informed the Customer of a change from this Renewal Fee. The Renewal Fee is subject to change with written notice to the Customer.
2.5 Clauses 4, 7, 8, and 9 shall survive termination of this Agreement.
2.6 The Company reserves the right to make modifications, improvements or changes to the Service and/or withdraw part of the Service at any time.
3.1 The Customer will receive the Service upon payment of the Licence Fee. The Licence Fee is payable within 30 days of the date the Customer receives the Company invoice.The Customer shall pay the Renewal Fee prior to end of each Subscription Period.
3.2 The Company reserves the right to withhold delivery of the Service and any Updates thereof and to bar access to the Service until all outstanding fees are paid. All fees and prices are inclusive of taxes for Hong Kong purchases.
3.3 All licence fees, renewal fees and payment amounts are exclusive of any taxes unless otherwise stated.
3.4 Withholding tax (WHT). The Subscription Fee is based on all guaranteed cash components excluding any discretionary bonus and commission and gross of any taxes that may be or are applicable in Hongkong and net of any withholding taxes that are applicable in the Customer's jurisdiction and that the amount to be remitted by Customer to the Company will be equal to the amount invoiced. Customer is responsible for paying all the relevant applicable taxes in its jurisdiction.
4. PROPRIETARY RIGHTS
4.1 The Company represents that it is the owner, joint owner, or licensee of all Content in the Service, that it has the right to grant the Licence hereunder. The Company warrants that the Customer will not infringe upon any third party intellectual property rights by using the Content and the Company will indemnify the Customer against losses, costs or expenses it may incur as a result of any claim that the use by it of the Content infringes any third party intellectual property rights, provided the Customer notifies the Company within a reasonable time of any such claim being made.
4.2 The Customer agrees and acknowledges that the Company, or where the Company is a licensee, the licensor of the Company, retains all rights, title and interest, including copyright, to the Service, any copies thereof, any modifications or additions thereto, the media upon which the Service is supplied, if any, and any documentation or material printed or otherwise transmitted under this Agreement.
4.3 All rights in the Service which are or may come into existence and are not specifically granted to the Customer by this Agreement are expressly reserved to the Company or to such other rights holders as stated on the Service. This agreement does not grant the Customer 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 Content, Service(s) or any related documentation, unless specifically stated in this agreement.
4.4 The Service shall be used only by the Customer’s employees and the Customer shall not sub-licence the Service or give access to the Service to others. The Customer and its employees must not use the Service in any way which may infringe the rights that the Company, its licensors or any third party may have in the Service or generally. Except as permitted by law, the Customer shall not itself nor allow any third party to duplicate or otherwise reproduce the Service or any part of the Service. The Customer shall permit only as many employees to access and use the Service as its Service Licence permits.
4.5 The Customer may view the Service on screen, print extracts from the Service, cut and paste extracts from the Service, use and download entire documents from the Service, all for its own business use, provided that the Customer’s business is not similar to the Company’s business, and the Customer’s Service or product is not similar to the Company’s Service or product. The Customer may not resell / lease or otherwise deal with the whole or a part of the Service.
4.6 The Customer shall not, except in accordance with this Agreement combine the whole or any part of this legal publishing Service with any other legal publishing software or service, or create another legal publishing software or service derived from the Service.
4.7 Copyright in documents generated by or using the Service remain that of the Company or its licensors (as the case requires) at all times. Any interest the Customer acquires in any document created using the Service is limited to the text or content entered by the Customer in creating that document.
5.1 The Company shall use reasonable endeavours to make available updates to the Service. The Company shall not be responsible for downtime or outages in access to the Service, and shall bear no cost for Internet access to the Service.
5.2 Any updates, replacements, revisions, enhancements, additions or conversions to the Service supplied by the Company to the Customer by separate agreement shall become a part of, and subject to this Agreement and Licence.
6.1 The Company shall have the right to terminate this Agreement upon written notice to the Customer: (a) Upon a material breach by the Customer, its officers or employees of any provision of this Agreement, including, but not limited to, payment or confidentiality, with such breach not remedied within 30 days of notice, or (b) Upon the termination of the business of the Customer, insolvency or the filing of a petition in bankruptcy. Termination under this clause shall mean immediate termination of the Licence, without prejudice to claims for payment, damages or other rights. If the Company is in material breach as a result of circumstances within the Company’s control, the Customer will be entitled to pro-rata return of the Licence Fee.
6.2 On termination of this agreement for any reason:
(a) All licences granted under this agreement shall immediately terminate; (b) subject to the exceptions in this sub-paragraph, the Customer shall take reasonable steps to delete the Content from its electronic media, including its intranet and electronic storage devices so that it no longer has any functional copy of the Service or any part of the Content. However, the Customer is not required to delete from its electronic media any part of the Content that before termination has been substantially amended by Customer or incorporated into drafts or agreements relating to any transaction on which the Customer is advising; and (c) 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.
7. COMPANY DISCLAIMERS AND WARRANTIES
7.1 The information and material contained in the Service or which may be generated using the Service is generic in nature and has been prepared for general information. The Service is not a substitute for appropriate legal advice in the context of the Customer’s specific circumstances. It is intended to be used by a person having a general understanding of the subject matter or qualifications that make them suitable to use the Service or develop a professional understanding of the subject matter.
7.2 The Service may not cover all laws applicable to the Customer’s circumstances. The Customer is responsible for assessing the relevance and accuracy of information and material contained in or generated by the Service and seeking legal advice for their specific circumstances. Where documents are created using the Service they are draft standardised documents and not the result of specific professional advice.
7.3 While reasonable care is taken to ensure the accuracy and completeness of the Service, the Company makes no representations or warranties, express or implied, that the Service is free from errors or omissions.
7.4 Neither the Company nor its Contributors are responsible for computer viruses or any thing that may affect the Customer’s computer system, system failure or other technical problems, or any act, omission or negligence of any third person whose services are used in connection with the provision of or access to Service.
7.5 The Company shall have no liability to Customer if the Company is prevented from or delayed in performing its obligations under the agreement or from carrying on business by acts, events, omissions or accidents beyond its reasonable control, including without limitation default of sub-contractors, 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.
7.6 To the extent permitted by law all terms and conditions, warranties, undertakings, inducements or representations whether express or implied, statutory or by common law, custom, trade usage or otherwise in connection with the Service or its use are excluded. If a warranty or condition implied by law cannot be excluded, liability is limited at the Company’s option to either re-supply of the Service or the Licence Fee.
7.7 Neither the Company nor any of the Contributors for the Service are, to the extent permitted by law, responsible for any liability loss or damage (whether direct, indirect, special or consequential), including loss of profits, loss of business, depletion of goodwill and/or similar losses or pure economic loss, whatsoever and howsoever arising from or in connection with the Customer’s or any third party’s use of the Service or any document created using the Service whether that liability loss or damage was caused by delay, error, omission, negligence, negligent mis-statement or otherwise.
7.8 The aggregate maximum liability of the Company and of any company within the same group of companies and our and their respective agents, employees and sub-contractors to you or any other party for any losses or damages whatsoever arising in connection with the service (whether under this licence or other contract or in consequence of their misrepresentation, misstatement or tortious act or omission including negligence) is limited to damages of an amount equal to the licence fee for the previous twelve months.
7.9 Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach.
8. CONFIDENTIAL INFORMATION
8.1 Each party undertakes to keep confidential any and all information disclosed by the other party (the “Disclosing Party”) (hereafter "Confidential Information") and shall not, without the Disclosing Party's prior written consent, disclose the Confidential Information to any other person.
8.2 The obligations under Clause 8.1 shall not include information which: (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the Customer; (b) Was known to the Customer as of the time of its disclosure provided such knowledge is communicated at the time of the disclosure to the disclosing party; (c) Is independently developed by the Customer; (d) Is subsequently learned from a third party not under a confidentiality obligation to the Company; or, (e) Is required to be disclosed pursuant to court order or government authority, whereupon the Licensee shall provide notice to the Company prior to such disclosure.
8.3 Notwithstanding 8.2, the Customer agrees that it will not use or disclose information relating to pricing and other business arrangements governed by this Agreement under any circumstances, except to the Auditor of the Customer. The Company may terminate this agreement if there is a breach of the confidentiality terms of this Agreement.
9.1 The signing party of the Customer represents that he/she is authorised by the Customer to sign this Agreement for and on behalf of the Customer.
9.2 These Service Licence Terms or Terms and Conditions are part of the Subscription or Purchase Agreement including Part A and all together shall constitute the entire agreement between the Customer and the Company with respect to this subject matter.
9.3 No assignment, transfer, charge, delegation, sub-licence or other disposal, in whole or in part, of rights and obligations of Customer is permitted under this Agreement.
9.4 This Agreement shall be governed by and construed in accordance with the Laws of Hong Kong and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong Courts.
9.5. We will only use personal information collected from You for the purposes of providing the online services, providing customer support, billing, and other related activities, and keeping You informed of updates and changes to the products and services, and to improve our services. You agree and hereby provide your consent for the Company to use your information to provide You with direct marketing materials relevant to your organisation. Your consent to all use of your data, as described in this sub-clause is true and accurate.
10. UNDERTAKINGS NOT TO ENGAGE IN ANTI-BRIBERY AND CORRUPTION
10.1 The Company understands that the Customer is committed to complying with all applicable anti-bribery legislation to which the Customer is subject. The Company represents and warrants that during the course of the provision of the Goods and Services, it (and any associated entity) shall:
Except where specifically prohibited by Law, The Company must promptly report to the Customer in writing, upon becoming aware that it, or any of its associated entities, are involved in the provision of the Goods and Services, have in connection with this Agreement:
The Company shall give reasonable assistance and cooperation to the Customer in relation to any investigation or enquiry of any kind in relation to any suspected bribery or corruption, whether during the term of this Agreement and for a period of ten years after its termination.
10.2 Books and records. The Company shall keep appropriate up to date books, accounts, and records that accurately reflect its transactions relating to this Agreement, and the steps taken by it to comply with applicable anti-bribery legislation from the date of this Agreement. Such books, accounts and records shall be retained for a period of not less than ten years after their creation.