Effective 1 September 2019
For Use of the LexisNexis Online and Related Services
This Licence Agreement (the “Agreement”) is between LexisNexis, a division of RELX (Greater China) Ltd. (“we”, “our” or “us”) and the individual, company or government agency (“you”, “your” or “Subscriber”) to whom the online and/or digital services and materials are provided to by us. The following General Terms and Conditions (“General Terms”) govern your use of the online and/or digital services (such as LexisNexis Red) supplied by us (the “Services”) and the materials and content available therein (“Materials”).
1. LICENCE; RESTRICTIONS ON USE
1.1 Your use of specific Materials forming part of the Services (“Specific Materials”) may also be subject to third party Supplemental Terms for Specific Materials (“Supplemental Terms”) set forth at www.lexisnexis.com/terms/terms/supplemental/ in respect of such Specific Materials. It is your responsibility to access the above link to determine what, if any, Supplemental Terms apply to the Services. Subject to any applicable Supplemental Terms, you are granted during the term of this Agreement, a non-exclusive, non-transferable, limited licence to access and use the Services and Materials from time to time made available to you for the internal purposes only of: (i) research or study; (ii) providing professional services to your clients; or (iii) providing academic services to students. This licence is subject to the following limitations:
(a) The right to electronically display Materials retrieved from the Services is limited to the display of such Materials primarily to one person at a time, subject to the Supplemental Terms. This does not limit the number of Authorised Users who may individually access the Services at the same time;
(b) The right to obtain a printout of Materials is limited to a printout of a reasonable portion of the Materials obtained using the printing commands of the Services or your web browser software and the creation of a single printout of a reasonable portion of the Materials downloaded via downloading commands of the Services or your web browser software (collectively, “Authorised Printouts”); and
(c) Subject to clause 2.6, the right to retrieve and store machine-readable copies of Materials is limited to the retrieval of a single copy of a reasonable portion of the Materials included in any individual file of the Services using the downloading commands of the Services or your web browser software and in respect of Services storage of that copy in machine readable form for no more than 90 days primarily for one person's exclusive use. Insubstantial electronic copies of the Materials may be stored beyond the time restriction referred to in this clause 1(c) where: (i) the Materials have been incorporated into advice provided to a specific client in respect of a specific matter; and/or (ii) the Material is required to be kept for some legal, regulatory or evidential requirement. This clause is subject to the overriding obligation upon you not to create your own independently searchable database of the Materials. This clause is also restricted to the extent the storage of those Materials is not further limited or prohibited by the Supplemental Terms.
1.2 To the extent expressly permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms, you may make copies of Authorised Printouts and distribute Authorised Printouts and copies within your organisation.
1.3 Except as specifically provided in clauses 1.1 and 1.2, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using Materials retrieved from the Services. You may not print or download Materials without using the printing or downloading commands of the Services or your web browser software.
1.4 All right, title, and interest (including all copyrights and other intellectual property rights) in the Services and Materials (in both print and machine-readable forms) belong to us or our third-party suppliers. You acquire no ownership of copyright or other intellectual property rights or proprietary interest in the Services, Materials, or copies thereof.
1.5 Except as specifically provided herein, you may not use the Services or Materials retrieved from the Services in any fashion that infringes the copyright or proprietary interests therein.
1.6 You may not remove or obscure the copyright notice or other notices contained in Materials retrieved from the Services.
1.7 Other provisions that govern your use of Materials are set forth in the LexisNexis Terms of Trade (if applicable), your order form, any agreed to addendum, the Supplemental Terms, online descriptions of files, online notices following file selection, and individual documents retrieved from the Services (collectively the “Additional Terms”), all of which are incorporated by reference into these General Terms. References to "Services "in the Terms of Trade shall be references to Services and Materials as defined herein, for the purpose of these General Terms. References to “Customer” or “you” in the Terms of Trade shall be references to you, your or Subscriber as defined herein, for the purposes of these General Terms. To the extent there is any inconsistency between the Additional Terms and the General Terms, the Additional Terms prevail in the order that they appear above.
2. ACCESS TO SERVICES
2.1 Only your employees, students, support personnel and barristers within your chambers (as relevant) authorised by both us and you shall be entitled to access and use the Services and Materials (“Authorised Users”). Without limitation, external third-party professional service providers such as attorneys, accountants, outsourcers and public relations firms are specifically excluded from being Authorised Users.
2.2 Use of the Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by us in writing, use of the Services is permitted only via manually conducted, discrete, individual search and retrieval activities.
2.3 To comply with local privacy and data protection laws, each identification number (“ID”) is country specific and may not be used outside the country (or legal jurisdiction) for which it is issued, except for incidental or occasional, short-term travel not to exceed 30 continuous days. This clause does not apply to digital services. On request, we may issue a geographically compliant ID for use outside the country for which it was issued.
2.4 Your identification number(s) may be restricted from accessing certain Materials otherwise available in the Services for which you have not subscribed.
2.5 The Services, Materials and feature functionality within the Services may be enhanced, added to or withdrawn, or otherwise changed by us without notice.
2.6 You must ensure that each person having access to the Services and Materials:
a) is an Authorised User; and
b) is using the Services and Materials only in accordance with these General Terms and the Additional Terms. You shall be responsible for all use of the Services and Materials by Authorised Users.
2.7 For subscribing to Practical Guidance: in addition to other rights granted under these General Terms, you may copy, revise, customise and use the forms, precedents and checklists in the Materials for the purposes of any matter on which you are advising; and make available to clients, potential clients and others copies of such Materials on a reasonable, non-systematic basis that is not commercially prejudicial to us, subject to crediting third parties where such material is attributed to them.
2.8 For subscribing to Lexis Diligence: annual subscriptions are calculated on the basis of an agreed number of Investigations (defined in the Lexis Diligence subscription); and if you exceed the agreed number of Investigations within your subscription period you will be subject to additional charges per Investigation at the then-current prevailing rates set by us.
2.9 For subscribing to LexisNexis Red digital services: in addition to other rights granted under these General Terms, titles on LexisNexis Red that appear in your customer agreement or order form are licensed to you in perpetuity subject to this Agreement. In order to access and use LexisNexis Red titles you must download the LexisNexis Red mobile digital device software application and accept the LexisNexis Red mobile digital device software application ("Red App") terms and conditions as may be amended from time to time and which are available through the 'Terms and Conditions' link within the Red App (“Red App Conditions”). Clause 1.1 (c) of the General Terms will not be applicable in respect of LexisNexis Red titles as you will not be required to delete any LexisNexis Red title from your device upon termination. You will be able to maintain the original publication that you downloaded to your device in perpetuity subject to the licence conditions in these General Terms and the Red App Conditions. Upon termination of a LexisNexis Red title subscription:
(a) you and your Authorised Users may continue to use the LexisNexis Red content licenced as of the date of termination and continue to use the Red App subject to the licence conditions in these General Terms and the Red App Conditions, at your own risk;
(b) we are not obliged to store, maintain, back-up, retrieve or restore any LexisNexis Red content that is lost or deleted by you;
(c) you will no longer receive content amendments, access to links within the title, updates to the LexisNexis Red technology, or support or maintenance from us and any annotations you make will not continue to synchronise between devices. As such you acknowledge that this could impact the usability of the LexisNexis Red content upon termination. You may only receive updates in the Red App, as made generally available without fee, from time to time; and
(d) clauses 1.4, 1.5, 1.6, 4, 5.4, 5.6 and 5.9 of the General Terms survive termination of this Agreement. For the avoidance of doubt, by maintaining each of your LexisNexis Red title subscriptions, you will receive updates to the content on those LexisNexis Red titles as and when available, as well as access to ongoing legal updates and technological changes to the Red App.
2.10 The Services may contain a feature that will allow your Authorised Users to create work folders or work spaces (“Folders”) from research sessions that are associated solely with their respective LexisNexis IDs. The Folders are designed to allow your Authorised Users to save copies of Materials made available by us, as well as links to Materials. Authorised Users may also share the Folders with third-party Authorised Users, however such third-party users will only be permitted to access Materials in the Folders for which they have a current subscription. We represent and warrant that the Folders will be under the exclusive control of your Authorised Users and we will not access or otherwise review the content of Folders without your authorisation. Notwithstanding the foregoing, we may access or disclose the content of Folders to the extent necessary to facilitate features and functions of the Services and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding. Authorised Users are solely responsible for the content of their respective Folders. You represent and warrant Authorised Users are prohibited from uploading content to the Folders that is defamatory, libelous, pornographic or obscene, unless such content is reasonably related to professional responsibilities. Access to and use of the Folders may be subject to technical limitations such as storage limits, downtime for maintenance or third-party service availability. We are not responsible for backing up, or for any damage to or loss of, any content uploaded to the Folders by you. The Folders are provided AS IS and we make no warranties or guarantees in respect of uptime or accessibility of any content you upload to the Folders, and we do not warrant that access to the Folders will be continuous or error-free. You agree to use the Folders in accordance with any acceptable use limitations and guidelines as may be notified to you from time to time.
3. LIMITED WARRANTY
3.1 We represent and warrant that we have the right and authority to make the Services available pursuant to this Agreement.
3.2 SUBJECT TO CLAUSES 3.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN "AS IS", “AS AVAILABLE” BASIS AND, UNLESS EXPRESSLY STATED TO THE CONTRARY IN THIS AGREEMENT, WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, BY STATUTE, TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION THAT THE SERVICES AND MATERIALS ARE OR WILL BE COMPLETE OR FREE FROM ERRORS OR THAT INFORMATION WILL CONTINUE TO BE AVAILABLE TO US TO ENABLE US TO KEEP THE SERVICES AND MATERIALS UP-TO-DATE.
3.3 Subject to clause 5.9, it is not intended that any agreement between you and us for the supply of Services should be enforceable by any third party.
4. LIMITATION OF LIABILITY
4.1 To the maximum extent permitted by law, a Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:
a) any errors in or omissions from the Services or any Materials available or not included therein;
b) the unavailability or interruption to the supply of the Services or any features thereof or any Materials;
c) your use or misuse of the Services or Materials (regardless of whether you received any assistance from a Covered Party in using or misusing the Services);
d) your use of any equipment in connection with the Services;
e) the content of Materials;
f) any delay or failure in performance beyond the reasonable control of a Covered Party; or
g) any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of our obligations under this Agreement (other than liability for death or personal injury).
4.2 “Covered Party” means (a) us, our affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of us or our affiliates; and (b) each third party supplier of Materials, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or any of their affiliates.
4.3 Our liability to you for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by this Agreement shall, to the extent permitted by law, be limited to our option of supplying the Services or Materials again or paying for their re-supply. Nothing in these General Terms is intended to exclude liability for death or personal injury resulting from negligence by us.
4.4 Our liability to you for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that you caused or contributed to that loss or damage.
4.5 SUBJECT TO CLAUSE 4.3, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COVERED PARTIES WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT (INCLUDING NEGLIGENCE) OR FOR ANY OTHER COMMON LAW OR STATUTORY CAUSE OF ACTION WILL NOT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT WILL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
4.6 NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND LOSS OF PROFITS, CONTRACTS, BUSINESS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, BUSINESS INFORMATION OR DATA) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. THE FOREGOING LIMITATION OF LIABILITY WILL NOT APPLY TO YOUR INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PRIOPRIETARY DATA BELONGING TO US OR OUR THIRD PARTY SUPPLIERS.
4.7 The Materials are provided for reference purposes only and are not intended, nor should they be used, as a substitute for professional advice or judgment or to provide legal advice with respect to specific circumstances.
4.8 We do not undertake any obligation to consider whether the information provided to or by us for the purpose of our Materials (including answering a query) is sufficient, up to date or appropriate for any particular or actual circumstances. Whilst reasonable efforts are made to keep the Materials up to date, you should obtain independent verification or advice before relying upon any piece of information in circumstances where loss or damage may result.
4.9 We are not a law firm; we do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a practising lawyer. Nothing in the Services, or the Materials or in this Agreement nor any receipt or use of the Services, shall be construed or relied on as advertising or soliciting to provide any legal services, creating any solicitor-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of us or our staff.
4.10 Any password/ID issued by us to an Authorised User is personal and confidential to that Authorised User. If we suspect that any password/ID is being used by an unauthorised user or a different Authorised User other than the person to whom it was issued, that password/ID may be cancelled without notice and you may be liable for additional charges, in accordance with our then-current price list or catalogue for the applicable Services, in respect of any such unauthorised use.
5.1 This Agreement is for the minimum period specified in the written agreement with us (the “Term”). Unless otherwise specified in a customer order form, amendment or addendum, this Agreement will automatically renew on the date following the expiration of the Term for additional terms equal in duration to the initial Term or where not specified for additional 12 month terms unless you provide us with a notice of termination in accordance with clause 5.2 (each a “Renewal Term”). The price payable for the Services during any Renewal Term will be the price payable in the immediately preceding Term or Renewal Term, plus an annual adjustment (or the price corresponding to the actual usage level for the preceding year, whichever is higher). A pre-determined annual adjustment may be specified in your written agreement with us or customer order form or, if not, will be notified to you before the Renewal Term.
5.2 Either party may terminate this Agreement immediately upon notice to the other party for a material breach that has not been cured within 30 days of receiving notice of the specific breach by the non-breaching party. You may terminate this Agreement (in whole or in part) by giving us at least 90 days prior written notice before the end of the Term, any Renewal Term or as specified in any customer order form, amendment or addendum (whichever is longer). We may terminate this Agreement (in whole or in part) at any time for convenience by giving at least 90 days prior written notice. Our only obligation in this event will be a pro rata refund of any charges paid in advance. Notwithstanding the foregoing, we may suspend or discontinue providing the Services to you without notice and pursue any other remedy legally available to us if you fail to comply with any of your obligations hereunder. Upon the expiration or termination of this Agreement, any licence granted hereunder, other than any perpetual licence, will terminate (including the licence in clause 1.1).
5.3 These General Terms and the Terms of Trade may be changed by us from time to time, however changes detrimental to you may only be changed at the expiry of this Agreement. All other provisions may be changed by us immediately upon notice. If any changes are detrimental to you, then you may terminate this Agreement upon written notice to us if any such change is unacceptable to you. For termination to be effective under this clause, we must receive your notice of termination within 30 days of the effective date of any change. Continued use of the Services more than 30 days after the effective date of any detrimental change constitutes acceptance, but does not affect your other termination rights. Continued use of the Services during the period starting on the effective date of the change until the date of termination by you in accordance with this clause will be subject to the changes in the notice to you, including any increases in price.
5.4 Neither party will disclose to any third-party details of this Agreement or any of the negotiations undertaken in relation to this Agreement, including any pricing or discounting terms, without the prior written consent of the other.
5.5 Except as otherwise provided herein, all notices and other communications to you hereunder shall be in writing or displayed electronically in the Services by us. Notices to you shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date first made available, if displayed in the Services; or on the date received, if delivered in any other manner. Notices to us should be sent to your account representative, or if you do not have an account representative to LexisNexis Customer Services, at LexisNexis, Oxford House, 11th Floor, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong with a copy by email to email@example.com. Notices to you, if sent by email or by post, shall be sent to the postal address or email address LexisNexis has on record.
5.6 The failure of you, us or any third-party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it later.
5.7 You may not assign your rights or delegate your duties under these General Terms or any Additional Terms without our prior written consent of LN and such consent will not be unreasonably conditions, delayed or withheld.
5.8 These General Terms and the Additional Terms shall be governed by and construed in accordance with the laws of Hong Kong and each party submits to the non-exclusive jurisdiction of the courts of Hong Kong.
5.9 Each third-party supplier of Materials has the right to assert and enforce these provisions directly on its own behalf as a third-party beneficiary.
5.10 We will use personal information collected about Authorised Users for the purposes of (a) providing access to and use of the Services to Authorised Users, (b) providing customer support, billing and other similar activities related to the Services, and (c) keeping Authorised Users informed about products, services, offers and upcoming events and to improve our services.
5.11 In accordance with the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong, we will provide and export personal data about Authorised Users to other members of our company group, including RELX Inc., in the United States and third parties appointed to carry out the provision of, or any aspect of, the Services for the purposes of (a) providing access to and use of the Services to Authorised Users, and (b) providing customer support, billing and other similar activities related to the Services . You agree and shall procure your Authorised Users to consent to us (or third parties acting on behalf of us) using such personal data provided pursuant to this Agreement for direct marketing offers and other related marketing and promotional activities, including but not limited to the following (a) latest developments in the legal and/or business industry; (b) marketing and promotional materials on our products and services, which includes (print and/or electronic); (c) updates on upcoming events and seminars; and (d) survey forms to obtain feedback on our products and services. If you do not wish to receive information about other products, services, offers and events, please notify our privacy officer in writing sent to firstname.lastname@example.org. You further warrant that the consent obtained is true and accurate and that the data subject provides any and all necessary personal data for the purposes of this Agreement voluntarily and that such consent extends to the exportation as aforementioned.
5.13 These General Terms will be enforced to the fullest extent permitted by applicable law. If anything in these General Terms is held by any competent authority to be invalid or unenforceable in whole or in part, then it will be severed and the validity of the other provisions of the General Terms and the remainder of the provision in question will not be affected thereby. In addition, the parties will endeavor, in good faith, to replace any invalid or unenforceable provision with a valid and enforceable one that most closely embodies the original intentions of the parties.
5.14 You are neither identified on, nor shall you provide access to the Services to any individuals or entities identified on: (1) OFAC's list of Specially Designated Nationals (“SDN List”); (2) the UK's HM Treasury's Consolidated List of Sanctions Targets; (3) the EU's Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; (4) any other applicable sanctions lists; or (5) any person 50% or more owned, directly or indirectly, individually or in the aggregate by a person or persons identified in subsections 5.14 (1) through (4).
Terms of Trade
1. These “Terms of Trade” are incorporated into all agreements for the supply of goods and/or services ("Goods & Services") to customers (as defined on the "LexisNexis Agreement - Online/Print" or other order form) by LexisNexis, a division of RELX (Greater China) Ltd. (“us”, “our” or “we”), other than contracts specified in clause 2 below, which shall supersede any previously issued Terms of Trade.
2. Where there is a separate written agreement concerning Goods & Services, which has been signed by an authorised LexisNexis representative, the terms of that agreement will prevail over these Terms of Trade.
3. Subject to clause 35, customer acknowledges that Goods & Services supplied may differ in non-material respects from those advertised in our catalogue or other promotional materials.
4. If the customer has not previously submitted an order to us, then the customer must also complete and submit with an order a Customer Account Application Form ("Application"). Acceptance of an order is subject to approval of the Application by us.
5. Subject to clauses 6 to 9 below the price payable for Goods & Services shall be the total price specified in our then-current price list or catalogue, less any discounts agreed to in advance in writing by us plus the applicable cost of packaging, postage and delivery (“Delivery Charges”). Prices and Delivery Charges are subject to change without notice.
6. Existing discounts agreed by us as of the date of these Terms of Trade will continue to have effect for the Initial Term (but will not necessarily apply to any Renewal Term). Subject to clause 7, discounts for hardcopy subscriptions only apply for orders that include both the online/digital and hardcopy formats.
7. Any promotional offer that we make is exclusive of and cannot be used with any other offer, promotion or discount.
8. The price payable for updating material for printed encyclopedic and loose-leaf publications, where these are not covered by the terms of a PIA/FSP (as defined in clause 24 and 27 below) or a Subscription Agreement, shall be the price advised by us at the time of publication.
9. You must notify us as soon as practicable if the number of Fee Earners increases or decreases. If there is an increase in this number, the price payable will automatically be adjusted to cover the price of additional licences. If there is a decrease in this number, the price payable will be adjusted effective upon customer's next renewal.
10. Upon each Renewal Term, the price payable for the Goods & Services will be the price payable in the immediately preceding Term or Renewal Term, plus an annual adjustment or actual usage level for the preceding year (whichever is higher).
VARIATION, BREACH & TERMINATION
11. We may change the agreement from time to time upon notice to you. Changes detrimental to you take effect upon the next renewal period whilst all other changes take effect within 7 days of notice to you.
12. You may terminate the agreement immediately upon written notice to us if any change proposed under clause 11 is detrimental to you. Continued use of the Goods & Services by you following any change constitutes acceptance of the change.
13. You may terminate the agreement for Goods & Services (in whole or part) by giving us at least 90 days prior written notice before the end of the Term or any Renewal Term.
14. We may terminate your agreement for Goods & Services (in whole or part) by giving you at least 60 days prior written notice. Our only obligation in this event will be a pro rata refund of any unused pre-paid charges.
15. We may suspend or discontinue providing the Goods & Services to you without notice and pursue any other remedy legally available to us if you fail to comply with any of your obligations hereunder.
16. By submitting the Application, you authorises us to carry out any credit checks with third parties as we may require. You authorise us to make any enquiries and to use, exchange or disclose any information which is disclosed in the Application or is obtained by us from any third party or to any other credit provider or credit reporting agency: (a) concerning your credit worthiness; and (b) for the purpose of providing or obtaining a reference.
17. We may impose credit limits which may be varied by us from time to time. If you exceed the credit limit, then Goods and Services may be withheld until the account is back within the credit limit.
18. You must pay the amount specified in an invoice in full within 30 days of the date of the invoice (unless we agree otherwise in writing).
19. If you do not pay the invoiced amount in full within the time stipulated in the invoice, we may, without limitation: a) withhold further supplies including Goods & Services which have already been fully paid for; or b) charge interest on amounts outstanding at the rate of 4% above our bank's base rate from time to time or submit your account to a collection agency. If we do submit the account to a collection agency, you agree that we may recover the outstanding amount specified in the invoice including interest, our legal costs, bank fees and charges and other expenses incurred in attempting to recover the debt and any fees and commissions or other amounts we pay to any collection agency to act on our behalf.
20. Where we make individual deliveries of Goods and Services or deliveries in installments, you may be invoiced separately for each delivery in which case, you will pay each invoice according to its terms.
21. We reserve the right to charge you a surcharge for payments made by credit card. We reserve the right to make changes to this surcharge from time to time or extend the surcharge to other methods of payment. If we make any changes, we will notify you in writing before the changes take effect in accordance with clause 11 of these Terms of Trade.
22. Online and digital products (such as ebooks and LexisNexis Red) supplied are also subject to the additional terms and conditions. You are required to accept these additional terms and conditions before using the product.
23. Delivery of online/digital products is made using the World Wide Web. For the avoidance of doubt, the return policy in clause 33 does not apply to digital products.
24. Pay In Advance (“PIA”) Subscriptions: (a) PIA will commence on the date specified on our invoice or order form (“Commencement Date”); (b) the price for the first year of any PIA is our then-current list price on the date of the order. The price for subsequent years is our then-current list price at the date of Renewal Term; and (c) we will inform you by invoice before each Renewal Term of the price payable for the next 12 months and, where the PIA relates to an online product, of any change to the terms and conditions applicable to that product.
25. Pay As You Go (“PAYG”) Subscriptions: (a) updates to printed encyclopaedic and loose-leaf services which are not a PIA will be invoiced upon publication. (b) despite any term to the contrary, you may terminate the PAYG by providing 90 days prior written notice at any time.
26. Supplements: For products that are updated by supplements between editions, when purchasing the original publication you will automatically be sent the updating supplement on publication and will be invoiced accordingly.
27. Full Service Package (“FSP”) Subscriptions: (a) the FSP will commence on the date specified on our invoice or order form (“Commencement Date”); (b) the price for the first year of any FSP is our then-current list price at the date of the order; (c) the price for subsequent years will be our then-current list price on the date of the Renewal Term; and (d) we will inform you by invoice before each Renewal Term of the price payable and, where the FSP relates to an online product, of any change to the terms and conditions applicable to that product.
28. Orders for Goods & Services are subject to acceptance by us and to availability of stock and may be delivered in 2 or more instalments. Subject to clause 36 and to the maximum extent permitted by law, we have no liability for any loss of trade or profit to you as a result of delay in delivery or delivery of incorrect or faulty goods.
29. Delivery will be made to the address specified on the order by you or your agent, or to a carrier designated by you, or to other such addresses as are notified to us from time to time.
30. Risk in Goods & Services passes to you on delivery under clause 29 above. Title to printed or ebook Goods & Services other than updates supplied under a PIA will pass to you on payment in full. Title in updates supplied under a PIA will pass on delivery.
31. Time is not of the essence for delivery of Goods & Services and our liability for incorrect delivery or failure to deliver is limited as set out in clause 35.
LOSS OR DAMAGE IN TRANSIT
32. Claims for damage or partial delivery or complete loss of Goods & Services must be notified to us within 30 days of the date of invoice.
33. Returns of printed Goods & Services which are defective, incorrect or faulty will be accepted for credit provided:
(a) we are notified of the defect or fault within 30 days of the date of invoice;
(b) the returns are accompanied by a copy of the returns note/invoice; and
(c) you provide the valid authorisation code obtained from our Customer Support department before Goods & Services are returned.
34. Refunds will be given only where the Goods & Services are returned as above and there are no other amounts outstanding and due on your credit account with us. Collection of returns must be from the original address of delivery by us and if you require us to collect returns from a different address, we reserve the right to charge the sum of $300 HKD (or such amount notified from time to time).
WARRANTIES AND LIABILITY
35. To the maximum extent permitted by law, our liability to you is limited at our option to: (a) in the case of goods to replacement or repair of the goods or payment of the cost of replacing or repairing the goods; or (b) in the case of services, resupply of the services or payment of the cost of re-supplying the services.
36. Our liability to you for negligence (excluding personal injury or death) and breach of contract is limited to the cost of replacing the Goods & Services ordered.
37. Subject to clause 35 and to the maximum extent permitted by law, we exclude all representations, warranties or guarantees, whether express or implied, by statute, trade or otherwise, including without limitation warranties and guarantees regarding the availability of any online product at any time.
38. It is not intended that any contract between us for the supply of printed or ebook Goods & Services should be enforceable by any third party.
39. The failure of you or us to enforce any provision of these Terms of Trade shall not constitute or be construed as a waiver of such provision or of the right to enforce it later.
40. Notices sent by you must be sent by prepaid post to our Customer Support department or your account representative at the address on the most recently delivered invoice. Such notices must state your name and (where applicable) account number. Notices sent by us will be sent to your last known address.
41. Any change to your details, including name, invoice, delivery and site addresses must be notified to us as soon as practicable after the date of the change.
42. We may cancel or suspend delivery of any ordered product in the event of any delay or non-performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, acts of God, or any other cause beyond our reasonable control.
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