GENERAL TERMS OF BUSINESS
1.1 The provision of our market insight and analysis service (the "MLex Service") via the Website is governed by (a) the following terms and conditions (the "General Terms of Business"); and (b) the terms and conditions set out in any written order form relating to the MLex Service that has been agreed between you and us (an "Order Form"). The General Terms of Business and the terms and conditions set out in an Order Form (if any) shall together be referred to as the "T&Cs". If there is any conflict, inconsistency or ambiguity between the General Terms of Business and the terms and conditions set out in an Order Form, the latter shall prevail.
1.2 References in these General Terms of Business to "we", "our" or "us" are references to (a) the entity identified as the "Supplier" in the Order Form; or, where no Order Form has been used, (b) MLex Limited (Company Number 05488651).References to "you" or "your" are references to (a) the entity identified as the "Subscriber" in the Order Form; or, where no Order Form has been used, (b) the person that places an Order for part of the MLex Service with us in accordance with Condition 2.1. Where capitalised terms are not defined in the body of these General Terms of Business, they shall have the meanings set out in Annex 1.
1.3 The T&Cs will apply to all contracts between you and us that relate to the provision of the MLex Service (a "Contract"), save that:
(a) Conditions 3.2, 3.5, 4.4, 5.1, 5.2, 9.1 and 9.2 will only apply where the MLex Service is provided to you on a subscription basis; and
(b) Condition 5.3 will only apply where the MLex Service is provided to you on a one-off basis. For the purposes of these T&Cs, the MLex Service is provided on a one-off basis where your Order relates to the purchase of an individual article, report or other document (and does not take the form of a subscription to the MLex Service).
Please note that before you place an Order for any part of the MLex Service you will be asked to agree to the T&Cs.
1.4 We amend the T&Cs from time to time. Every time you place an Order for a part of the MLex Service, the T&Cs in force at that time will apply to the Contract between you and us.
2. Order and Registration Process
2.1 You can place an order (an "Order") for part of the MLex Service (the "Ordered Service") with us: (a) where the Ordered Service is to be provided on a subscription basis, via the Website or by signing an Order Form and returning it to us in accordance with Condition 11; or (b) where the Ordered Service is to be provided on a one-off basis, via the Website. For the steps you need to take to place an Order via the Website, please visit our How to Order Online page.
2.2 All Orders are subject to acceptance by us and we reserve the right to refuse to accept any Orders.
2.3 Where you place an Order via the Website, you will receive a payment notification via e-mail, on the Website or via our third party payment portal. This does not mean that your Order has been accepted by us. We will confirm our acceptance of your Order (and provide with you with details as to how to access your Ordered Service) by sending you a further email (the "Order Confirmation").
2.4 The Contract between us for the supply of your Ordered Service shall be formed: (a) where an Order Form is used, on signature of that Order Form by both you and us; (b) where you place an Order via the Website, when we send you the Order Confirmation.
2.5 You must have completed our registration process on the Website before you can access your Ordered Service. You must ensure that the personal details that you provide when you register on the Website are accurate, current and complete in all respects and you must inform us immediately of any changes to that information by updating your personal details either on the Website or by contacting us at email@example.com. We reserve the right to suspend or terminate your access to the Website and the Ordered Service if your personal details are found to be inaccurate.
2.6 You are responsible for maintaining the confidentiality of your registration details, including your username and password, and you must not under any circumstances share them outside your organisation. You are responsible for all activity and use of the Website and Ordered Service under your registration details.
3. The Service
3.1 We will provide the Ordered Service to you in consideration of your payment of the Fee to us in accordance with Condition 5. Your Ordered Service is provided as commentary only and does not in any way constitute legal, investment, taxation or any other form of advice and should not be relied upon as such.
3.2 Where your Ordered Service is provided on a subscription basis, we will provide the Ordered Service to you for the period stated in your Order Form or, where no Order Form is used, for the period stated on the Website (the "Initial Term"). Unless your subscription is cancelled in accordance with Condition 9, on expiry of the Initial Term (and each Renewal Term) your subscription will automatically renew for a subsequent period equal in duration to the Initial Term (each a "Renewal Term"). The Initial Term and any Renewal Term may be referred to collectively in these T&Cs as the "Term".
3.3 Save as set out in the T&Cs, we provide no warranty as to the accuracy, completeness, quality, non-infringement, merchantability, or fitness for a particular purpose of your Ordered Service or any information provided as part of your Ordered Service. Further, where your Ordered Service includes views, opinions or recommendations of individuals and organizations deemed of interest, we do not endorse or otherwise provide any warranty as to the accuracy, completeness, or timeliness of those views, opinions or recommendations. Any representation, condition or warranty which might be implied or incorporated into the T&Cs by statute, common law or otherwise is excluded to the fullest extent permitted by law.
3.4 Notwithstanding the generality of the foregoing, we shall:
(a) ensure that your Ordered Service materially conforms with the description of that Ordered Service in the relevant Order Form or, where no Order Form has been used, on the Website at the date on which your Order was placed, provided always that we shall have the right to modify or improve any aspect of your Ordered Service (determined solely in our discretion) at any time without notice to you;
(b) monitor your use of your Ordered Service to assist with maintaining the security of the MLex Service as a whole and your compliance with the T&Cs;
(c) ensure that any data collected by us relating to you or any of your Users, where required to be reported by us, is reported in aggregate and in anonymous form only (save to our professional advisors or as may be required by law, or unless specifically requested in writing by you); and
(d) take all reasonable steps to ensure that your Ordered Service is free from malicious software, including any software program or code intended to destroy, interfere with, corrupt or have a disruptive effect on program files, data or other information.
3.5 Where your Ordered Service is provided on a subscription basis, we shall also:
(a) provide all training we consider reasonably necessary for your Administrator to be able fulfil his/her role;
(b) use reasonable endeavours to ensure that User access is fully functional when externally tested by us (provided that we are not responsible for difficulties with User access where such difficulties are due to your own internal issues); and
(c) provide Technical Support to you during Working Hours on Working Days and use reasonable endeavours to resolve all technical difficulties originating from our system within two (2) Working Days of receipt of notification from you. We will use reasonable endeavours to (but cannot guarantee that we will) provide Technical Support to you on those days that are not Working Days by reason of public holidays in the European Union and United States of America.
4. User Terms
4.1 You must not, and you must ensure that your Users do not, reproduce, retransmit, photocopy, distribute, disseminate, publish, broadcast, or circulate any information received through your Ordered Service (in whole or in part) to anyone who is not a User without our prior written consent. Information abstracted from Ordered Service content can be used for research purposes but not for commercial purposes, in such that it cannot be sold, lent or otherwise hired out. Copying and distributing such information without our prior written consent is expressly prohibited, including posting such information to newsgroups, mail lists or bulletin boards accessible by persons outside your organisation. Individual articles or commentary may be forwarded to clients and customers, both actual and potential, but you must, and must ensure that your Users must, at all times acknowledge the source of the content in accordance with Condition 6.
4.2 You and your Users may link to the Website, provided that you and your Users do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not, and you must ensure that your Users do not, establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not, and you must ensure that your Users do not, establish a link to our Website in any website that is not owned by you. You may not create a link to any part of Website other than the registration/login page and we reserve the right to withdraw linking permission without notice.
4.3 We reserve the right to monitor your and your Users' use of your Ordered Service to ensure that you comply with the T&Cs. If we determine that you are not in compliance with the T&Cs, we reserve the right to take such action as we deem necessary, including, but not limited to, suspension or termination of your and your Users' access to the Website and your Ordered Service. You acknowledge that such monitoring of use may include determining whether or not your Ordered Service is accessed under your account from multiple IP addresses, as well as noting excessive use from your account.
4.4 Where your Ordered Service is provided on a subscription basis, you will:
(a) provide details of all Users to us by the end of the first month of the Term (the "Initial Month");
(b) by the end of the Initial Month, appoint a User as an administrator who shall be responsible for establishing and retiring Users and administering your registration details (the "Administrator");
(c) provide Users with the name and contact details of the Administrator;
(d) ensure that the Administrator changes the status of a User to 'retired' when that User leaves your employ or no longer wishes to be a User, and that the Administrator notifies us within seven (7) days of such retirement and the retired User's details; and
(e) ensure that the Administrator provides complete and accurate personal details to us, as required by the T&Cs and the Website, reports any material changes in those details to us immediately, responds promptly to any requests from us for additional information and co-operates fully and promptly in the event that we notify you of a suspected breach of this Condition 4.
5. Fee and Payment
5.1 Where your Order is submitted by way of Order Form and your Ordered Service is to be provided on a subscription basis, we will invoice you for the Fee in advance on (a) the first day of the Initial Term in respect of the Initial Term; and, where applicable (b) the first day of each Renewal Term in respect of each Renewal Term. We reserve the right to invoice you in the name of any of our Associated Companies.
5.2 Where your Order is submitted via the Website and your Ordered Service is to be provided on a subscription basis, you will pay to us by credit or debit card at the time of placing your Order the Fee payable in respect of the first month of the Initial Term. If your Order is accepted by us, that Fee will be charged to your credit or debit card (as applicable) within twenty-four (24) hours of our issue of the Order Confirmation (or such other period as we may reasonably determine) and thereafter on a monthly basis for the Term.
5.3 Where your Order is submitted via the Website and your Ordered Service is to be provided on a one-off basis, you will pay the Fee to us by credit or debit card at the time of placing your Order. If your Order is accepted by us, the Fee will be charged to your credit or debit card (as applicable) within twenty-four (24) hours of our issue of the Order Confirmation (or such other period as we may reasonably determine).
5.4 You shall pay all invoices issued by us to you under the T&Cs within thirty (30) days of the date of the relevant invoice, with time being of the essence.
5.5 All sums due to us under these T&Cs are exclusive of any VAT or other applicable sales tax, which (if applicable) shall be payable by you to us in addition to such sums at the relevant prevailing rate.
5.6 All sums due to us under these T&Cs shall be paid in full without any set off, deduction or withholding whatsoever, including for or on account of any taxes or other duties (including (without limitation) any withholding taxes) save for such deductions or withholdings as are required by law. If you are required by law to make any deduction or withholding from any payment to us, you shall do so and the sum due in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, we receive and retain a net sum equal to the sum that we would have received and retained had no such deduction or withholding been required to be made.
5.7 Subject to Conditions 9.3(a) and (c), any sums paid by deposit, retainer or prepayment to us are not in any circumstances refundable.
6. Intellectual Property
6.1 Save as set out in the T&Cs, nothing shall have the effect of assigning or transferring any rights (including Intellectual Property Rights) in or to the Mlex Original Content and/or Official Content to you, and any rights or licences not expressly granted to you under the T&Cs are strictly reserved to us.
6.2 In consideration of your payment of the Fee to us in accordance with Condition 5, we grant to you a non-exclusive, non-transferable, royalty-free, revocable licence allowing you and your Users to, only in the Location and subject to Condition 4:
(a) view the MLex Original Content and the Official Content that forms part of your Ordered Service;
(b) make and/or store electronic or print copies of the MLex Original Content and, to the extent permitted under any licence to us, the Official Content that forms part of your Ordered Service for your own use, provided that when the MLex Original Content is copied and/or stored it includes the MLex Credit;
(c) incorporate MLex Original Content and, to the extent permitted under any licence to us, the Official Content that forms part of your Ordered Service, in written material generated by you for clients and other professional persons with whom you work in the normal course of its business, provided that when MLex Original Content is so incorporated or referenced, in whole or in part, it includes the MLex Credit; and
(d) supply or forward MLex Original Content and, to the extent permitted under any licence to us, the Official Content that forms part of your Ordered Service to clients and to other professional persons with whom you work in the normal course of your business and with whom you have a contractual relationship, provided that MLex Original Content so supplied or forwarded includes the MLex Credit.
7.1 We warrant that:
(a) we have the right, power and authority to enter into each Contract and grant to you the rights granted under the T&Cs;
(b) we are the sole owner of the MLex Original Content;
(c) to the best of our knowledge and belief, the use of the Ordered Service by you in accordance with the T&Cs shall not constitute any infringement by you of any third party rights; and
(d) we will comply with the Data Protection Act in relation to all personal information accessed or made available to us in relation to your Ordered Service.
7.2 You warrant, represent and undertake that:
(a) you have the right power and authority to enter into a Contract with us and to provide the warranties set out in this Condition 7.2;
(b) you will, and you will ensure that all Users understand, accept and comply with, the restrictions set out in Condition 4;
(c) you will not, and will ensure that all Users and the Administrator will not, pass off or attempt to pass off any information that forms part of the Service as your or their own original ideas and material to any third party, either verbally or in writing, in whole or in part; and
(d) you will comply with the Data Protection Act in relation to all personal information accessed or made available to you in relation to your Ordered Service.
8.1 Nothing in the T&Cs shall limit your or our liability in respect of fraud, or death or personal injury caused by negligence.
8.2 Subject to Condition 8.1, neither we nor any of our Associated Companies shall be liable under any circumstances to you or any other party for any direct, indirect, economic or consequential loss (including, without limitation, loss or corruption of programs, any loss of profit, or loss of anticipated savings) arising out of or in connection with:
(a) any use of and/or access to your Ordered Service and/or third party websites to which links are included in your Ordered Service;
(b) any decision made or action taken in reliance upon your Ordered Service or information provided as part of your Ordered Service; or
(c) delays, omissions or inaccuracies in your Ordered Service or information provided as part of your Ordered Service.
8.3 You agree to indemnify, and keep indemnified, us and our Associated Companies against all losses, liabilities, damages and costs (including legal and professional costs) that we and our Associated Companies suffer arising out of or in connection with any breach of the T&Cs by you or any of your Users.
8.4 We agreed to indemnify you and keep you indemnified against all losses, liabilities, damages and costs (including legal and professional costs) that you suffer arising out or in connection with any claim by a third party that your access and use of any MLex Original Content in your Ordered Service in accordance with the T&Cs infringes that third party's Intellectual Property Rights.
8.5 Subject to Conditions 8.1 and 8.2, the total aggregate liability of us and our Associated Companies to you under any Contract shall be limited to a value equal to the Fee payable under that Contract.
9.1 Where your Ordered Service is being or is to be provided to you on a subscription basis, we may cancel your Order and terminate the Contract between you and us at any time with immediate effect:
(a) by not less than 45 days notice in writing to you for convenience;
(b) by one (1) month's notice in writing if the number of MLex Service subscribers falls below an acceptable level to us or we are unable or find it impracticable to continue your Ordered Service or any part of it;
(c) by notice in writing where you fail to comply with your payment obligations under the Contract. Termination on this basis shall be without prejudice to our right to claim an administration charge in respect of, or interest on, any unpaid sums in accordance with Condition 5.7;
(d) by notice in writing where you are in material breach of the Contract and (if that breach is remediable) you fail to remedy that breach within seven (7) days of being notified of that breach in writing. For the purposes of this Condition 9.1, a material breach shall include, but not be limited to you, a User and/or the Administrator:
(i) providing registration details to an unauthorised third party;
(ii) providing inaccurate or incomplete information to us;
(iii) breaching any of the obligations and restrictions set out in Condition 4; and
(iv) not crediting us in accordance with Condition 6.2;
(e) by notice in writing where you are declared insolvent, bankrupt, have a liquidator, receiver or administrative receiver appointed or pass a resolution for winding up (otherwise than for the purpose of a solvent amalgamation or reconstruction) or if a court having proper authority makes an order to that effect;
(f) by notice in writing where you enter into administration, are the subject of an administrative order, bankruptcy petition or order, or propose to or enter any voluntary arrangement with your creditors in the context of a potential liquidation; or
(g) by notice in writing where you are the subject of any events or circumstances analogous to any of the events described in Conditions 9.1(e) and (f) in an applicable jurisdiction.
9.2 Where your Ordered Service is being or is to be provided to you on a subscription basis, you may cancel your Order and terminate the Contract between you and us:
(a) with immediate effect by notice in writing where we are in material breach of the Contract and (if that breach is remediable) we fail to remedy that breach within seven (7) days of being notified of that breach in writing; or
(b) by written notice to us no later than 45 days prior to the end of the Initial Term or a Renewal Term (as applicable), such cancellation and termination not to take effect until the final day of the Initial Term or Renewal Term (as applicable).
9.3 In the event that:
(a) we terminate the Contract pursuant to Condition 9.1(a) or (b), we shall within seven (7) days of the effective date of termination refund to you such portion of the Fee that has been prepaid by you in respect of any period after the effective date of termination;
(b) we terminate the Contract pursuant to Condition 9.1 (c) to (g) (inclusive), no part of the Fee already paid by you to us shall be refundable and any Fee payable in respect of the period up to and including the effective date of termination shall be payable within seven (7) days of that date; or
(c) you terminate the Contract pursuant to Condition 9.2 (a) or (b), we shall within seven (7) days of the effective date of termination refund to you such portion of the Fee that has been prepaid by you in respect of any period after the effective date of termination.
9.4 Expiry or termination of any Contract shall be without prejudice to any rights of you or us which may have accrued up to the date of such expiry or termination.
10. Events Outside our Control
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control.
10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you;
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(c) the Contract between us will terminate if the Event Outside Our Control subsists for a period exceeding one (1) calendar month, unless agreed otherwise in writing in advance of such termination.
11.1 Subject to Conditions 11.2 and 11.3, any notice or other communications required to be given under or in connection with the T&Cs shall be in writing and shall be deemed received and properly served:
(a) immediately when posted on the Website;
(b) immediately when delivered by hand;
(c) where sent by email: (i) by us, twenty-four (24) hours after that email is sent; or (ii) by you, on receipt of written acknowledgment from us that we have received your email (by way of a "read receipt" acknowledgment or otherwise); or
(d) three (3) days after the date of posting of any letter by registered first class post or recorded delivery.
11.2 Unless you notify us otherwise in accordance with this clause 11, any notices given by us to you by hand, email or post must be to the addresses provided to us in your Order Form or, where no Order Form has been used, during the registration process referred to in Condition 2.
11.3 Unless we notify you otherwise in accordance with this clause 11, all notices given by you to us must be by email to firstname.lastname@example.org.
12. Other Important Conditions
12.1 You shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Foreign Corrupt Practices Act of 1977 and Bribery Act 2010. We may terminate a Contract immediately by giving written notice to you if you are, or we reasonably suspect that you are, in breach of this Condition 12.1.
12.2 Both we and you agree to keep the existence and nature of each Contract between us and you, and all of their terms and provisions, confidential (save to our professional advisers or as otherwise required by law).
12.3 The waiver by you or us of any breach of the T&Cs shall not be construed as a waiver of any succeeding breach of the same or other provisions, nor shall any delay or omission on the part of either you or us to exercise any right power or privilege that you or we have or may have under the T&Cs operate as a waiver of any breach or default of the T&Cs.
12.4 The T&Cs shall form the entire agreement between you and us in relation to your Ordered Service and supersede all prior agreements and understandings in relation to it. Both we and you represent and undertake that in entering into a Contract neither of us relies on or shall have any remedy in respect of any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person other than as expressly set out in the T&Cs.
12.5 No amendment, modification or change to the T&Cs (including to any Order Form) will be valid unless in writing and signed by both you and us.
12.6 Neither you nor us may assign, sub-contract or otherwise transfer any of our rights or obligations under the T&Cs to any third party without the prior written consent of the other, save that we may, without your consent assign, sub-contract or transfer any of our rights or obligations under any Contract, in whole or in part, to any existing or future entity associated with us (including Associated Companies) or in the event of a merger, acquisition, divestiture, consolidation or corporate reorganisation (whether or not we or an Associated Company is the surviving entity).
12.7 If a court of competent jurisdiction holds any provision of the T&Cs to be invalid or unenforceable, the remaining T&Cs shall not be affected, and each of those T&Cs shall be valid and enforceable to the full extent permitted by law.
12.8 Headings used in the T&Cs are for the purpose of information and identification only and shall not be constructed as forming part of any Contract.
12.9 A person who is not a party to a Contract between you and us has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of that Contract.
12.10 These Conditions shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Administrator The User appointed by you under Condition 4.4(b) to be responsible for establishing and retiring Users and administering your registration details.
Associated Company/Companies Any separate firm or company which carries on the provision of news and market intelligence in any part of the world under the same or similar name as, and which is associated with, us, including but not limited to MLex Belgium s.p.r.l., MLex US Inc., MLex Limited and any other company which we may incorporate in any part of the world from time to time.
Contract Any contract between you and us for the provision of any part of the MLex Service and formed in accordance with Condition 2.4.
Data Protection Act The Data Protection Act 1988 or any enactment that amends or replaces it from time to time.
Event Outside Our Control Any act or event beyond our reasonable control, including without limitation, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or failure of public or private telecommunications networks.
Fee The sum identified as the "Fee" in an Order Form or, whether no Order Form has been used, the cost of the Ordered Service as stated on the Website at the time that your Order is placed with us in accordance with Condition 2.1.
General Terms of Business The terms and conditions to which this Annex 1 is annexed.
Initial Month The first month of the Initial Term.
Initial Term The period for which an Ordered Service is to be provided on a subscription basis, as stated in an Order Form or, where no Order Form is used, on the Website.
Intellectual Property Rights Any and all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trade marks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, marketing methods and procedures and advertising literature, including the "look and feel" of any websites.
Location The territory identified as the "Location" in an Order Form or, where no Order Form has been used, the world.
MLex Credit The original headline, date and time of the relevant publication, together with its author's name(s) and a copyright notation (e.g. © 2014 MLex Limited. All rights reserved).
MLex Original Content News items, articles, comment pieces and other analysis or commentary which were written and/or compiled by or on behalf of us (to the extent they do not constitute Official Content), which shall include without limitation our e-mail alerts, summaries written by or on behalf of us, key dates listed in case files, law firm representation listings and other data collected or compiled by us for inclusion in our case files or otherwise or elsewhere on the Website.
MLex Service The market insight and analysis service provided by us via the Website.
Official Content Official governmental, regulatory and company statements, media releases and reports.
Order An order for the provision of part of the MLex Service that is placed with us in accordance with Condition 2.1.
Order Confirmation A written confirmation of your Order issued by us pursuant to Condition 2.3.
Order Form A written form setting out details of your Order, that has been agreed between you and us.
Ordered Service The part of the MLex Service ordered by you in accordance with Condition 2.1.
Renewal Term Has the meaning given to it in Condition 3.2.
T&Cs The General Terms of Business (including this Annex) and the terms and conditions set out in an Order Form (if any).
Technical Support Telephone and email support for the purpose of providing support and assistance in rectifying technical or other difficulties with your Ordered Service, and (where necessary) for logging and reporting such difficulties to the Administrator.
Term The Initial Term and the Renewal Terms (if any) together.
User An individual that falls within the definition of "User" in an Order Form or, where no Order Form has been used, all individuals directly employed or engaged in any capacity by you and whose business e-mail address, domain name or suffix incorporates your corporate name or main website address (or a recognisable variation thereof).
Website www.mlex.com and/or www.mlexmarketinginsight.com, as the context requires (and the pages thereof).
Working Day Monday to Friday (inclusive), excluding public holidays in the European Union and United States of America.
Working Hours 08:00 to 21:00 (London time) on each Working Day.
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