14-1-2004

1.1 Note the disclaimer in paragraph 7 and the limitation on liability in paragraph 8.

1.2 If you would like to use any of our material in a way not covered by these terms, please contact us.

3.1 We authorise you to use each Service for which you pay us a Subscription Fee.

3.2 This authority extends to everyone you authorise under this agreement. You may so authorise any member of your organisation provided their principal place of work is one of your organisation’s sites.

3.3 This authority starts when you enter into this agreement and ends (a) if the Subscription Fee period expires without your agreeing to renew this agreement on the terms and Subscription Fee then applying; or (b) if this agreement is terminated under paragraph 9.

3.4 The Subscription Fee period is specified in the Subscription Fee invoice.

4.1 You may:

4.1.1 Search, view, copy and print out material from the Service for your own use;

4.1.2 Make copies and print outs of such material available to others if you reasonably believe they are themselves authorised by us to use those materials. (If in doubt, contact us to confirm or to obtain permission.)

4.1.3 Copy, revise and use precedents or specimen clauses provided in the Service for the purposes of any matter on which you are advising;

4.1.4 Make available to clients copies of materials from the Service on a reasonable, non-systematic basis which is not commercially prejudicial to us;

4.1.5 Bookmark or link to any part of the Service;

4.1.6 Access the Service while away from your principal place of work, provided your principal place of work is one of your organisation’s sites.

5.1 You will take reasonable steps to ensure that those you have authorised under sub-paragraph 3.2 above comply with the terms of use of the Service in paragraph 4 above and do not:

5.1.1 copy, print out or otherwise reproduce any part of the Service, except as permitted under this agreement or authorised by us in writing;

5.1.2 make any part of the Service available to anyone whose principal place of work is not one of your organisation’s sites, except as permitted under this agreement or authorised by us in writing;

5.1.3 alter any part of the Service; or

5.1.4 assign or otherwise dispose of your or our rights under this agreement.

5.2 You will take reasonable steps to ensure that nobody accesses the Service using accounts created with your Username and Password, except those who have been authorised by you under sub-paragraph 3.2 above.

5.3 You will confirm to us at the date of this agreement and every renewal the number of lawyers in the practice areas covered by the Services who are working at your organisation’s sites.

5.4 You will not contest our intellectual property rights in the Service.

5.5 You are responsible for configuring your information technology, computer programmes and platform in order to access the Service. Notwithstanding sub-paragraph 6.2 below, you should use your own virus protection software.

6.1 We warrant that you will not infringe any third party rights by using the Service and we will indemnify you against costs or expenses you may incur as a result of any claim that the use by you of the Service infringes any third party rights, provided you notify us within a reasonably time of any such claim being made.

6.2 We will take reasonable steps to ensure that software and data files we supply to you as part of the Service are virus-free.

6.3 We will take reasonable steps to ensure that the Service is continuous and that access to our website is not interrupted for more than five working days in any twelve month period by any event in our control.

6.4 We will reimburse your Subscription Fee pro-rata for any excessive interruption under sub-paragraph 6.3 above or if all or any significant part of the Service is discontinued.

We give you no warranty or assurance, except as set out in paragraph 6 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law. You should note in particular:

7.1 The Service is not intended to constitute a definitive or complete statement of the law on any subject.

7.2 The Service is not intended to constitute legal advice in any specific situation.

7.3 The Service includes archived information and resources, which may be incorrect or out of date.

7.4 The Service and our means of delivering it may be incompatible with your software or computer configuration.

7.5 We may change or withdraw part or all of any Service at our discretion.

8.1 Our liability to you for any loss or damage is limited to damages of an amount equal to the Subscription Fee.

8.2 Under this paragraph, our liability includes that of any company in our group and our and their respective agents, employees 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.

8.3 This paragraph does not affect claims in respect of death or personal injury caused by negligence and does not limit or exclude any liability for fraudulent misrepresentation.

9.1 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 your subscription.

9.2 On termination of this agreement in relation to any Service and subject to the exceptions in sub-paragraph 9.3, you will take reasonable steps to delete that Service and any part of it from your electronic media, including your intranet and electronic storage devices.

9.3 You are not required to delete any part of the Service which has indistinguishably merged into your organisation’s know-how. You are not required to delete specimen clauses or precedents which have been incorporated before termination into drafts or agreements relating to any transaction on which you are advising; these may be used to complete the transaction and to keep records of it, but no further use may be made of such materials. For the avoidance of doubt: you are not required to delete or destroy print-outs or copies from print-outs.

10.1 You may not assign this agreement without our consent in writing.

10.2 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.

10.3 Each party undertakes that it will not divulge or communicate to any person, except as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party which may have come to its knowledge and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.

10.4 This agreement, the Subscription Fee invoice and the document(s) in which your organisation’s sites are specified and you confirm the number of lawyers for the purposes of sub-paragraph 5.3 above, 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 or innocently made) 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.

10.5 This agreement is governed by English law and you submit to the non-exclusive jurisdiction of the English courts.

______________________________

For and on behalf of

Date

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For and on behalf of Practical Law Company Limited

Date

Please return to:

Subscriptions Department

Practical Law Company

19 Hatfields

London, SE1 8DJ