Terms of Trade
for LexisRed/Print

NOTICE: THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF THE LEXISNEXIS SERVICES IF YOU ARE AN AUTHORIZED USER IN AN ORGANIZATION THAT HAS ACCEPTED THESE TERMS IN WRITING. OTHERWISE, YOUR USE OF THE SERVICES IS SUBJECT TO THE TERMS AND CONDITIONS EXECUTED BETWEEN YOUR ORGANIZATION AND LEXISNEXIS.

November 1, 2021

The following terms and conditions together with the General Terms, to the extend such terms and conditions apply to you, govern your use of the goods (“Goods”), digital services and eBooks (such as LexisNexis Red) supplied by LexisNexis (“Digital Services”).

GENERAL

  1. Where there is a separate written agreement concerning Goods and Digital Services, which has been signed by an authorised LexisNexis representative, the terms of that agreement will, to the extend there is any conflict between that agreement and these Terms of Trade, prevail over these Terms of Trade.
  2. Subject to the warranties contained in the General Terms, you acknowledge that Goods and Digital Services supplied may differ in non­material respects from those advertised in our catalogue or other promotional material.
  3. If you have not previously submitted an order to us, you 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 our head office.
  4. Only your employees, students, support personnel and barristers within your chamber (as relevant) authorised by both us and you shall be entitled to access and use the Digital Services (“Authorised User”).
  5. eBook means digital downloadable encrypted PDF file versions of traditional print books which can be read online or downloaded for off-line reading (such as Lexis Red titles).

PRICE

  1. Subject to Clauses 7 to 9 below the price payable for Goods and Digital Services shall be the total price specified in our current price list or catalogue, less any discounts agreed in advance in writing by us and plus the applicable cost of packaging, postage and delivery (“Delivery Charges”). Prices and Delivery Charges are subject to change without notice.
  2. Existing discounts agreed by us as at the date of this Subscription Agreement shall continue to have effect for the Initial Period (but will not necessarily apply to any renewal). Any promotional offer that LexisNexis makes is exclusive of and cannot be used with any other offer, promotion or discount.
  3. Any discount offered by LexisNexis is at our discretion and subject to any conditions that LexisNexis may elect to impose. For example, discretionary discounts offered on hard copy products are only valid if you have a contemporaneous subscription to the online or digital format of that product. Therefore, if you cancel subscription to one format, then the costs of the other format will revert to the list price as at the anniversary date of the Term.
  4. The price payable for updating material for printed encyclopedic and loose-leaf publications, where these are not covered by the terms of a written agreement executed by the parties, shall be the price advised by us at the time of publication.

TERM, AUTO-RENEWAL & TERMINATION

  1. This Subscription Agreement is for the Initial Period from the Effective date specified in the Order (“Term”) and any Renewal Term (as defined below). For Goods and Digital Services offered as subscriptions, in the event that no notice of termination in writing has been received by us at least 90 days before expiry of the Term or any Renewal Term, this Subscription Agreement shall continue for further periods of one year, commencing immediately after the Term (each a "Renewal Term") and so on for subsequent Renewal Terms. In such circumstance, the total fee to be paid by you for each Renewal Term will be an amount equal to the annual price paid in the final year of the Term (or last Renewal Term as the case may be) plus an additional amount (up to a maximum of 8%) as we shall determine in our discretion or a pre-determined annual adjustment as specified in your Order. LN may discuss alternative terms with you in such circumstances, but any such discussions shall be strictly without prejudice to the provisions of this clause 9 and unenforceable unless agreed in writing and signed by both parties. Notwithstanding the foregoing, provisions concerning auto-renewal do not apply to Goods and Digital Services offered as one-time sales/license.
  2. We may suspend or discontinue providing the Goods and Digital Services to you without notice and pursue any other remedy legally available to us if you:

(a)      commit a breach of this Subscription Agreement;

(b)      fail to comply with any of its obligations hereunder; or

(c)      infringe any intellectual property rights granted herein.

  1. We may change your 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 upon written notice to you.
  2. You may terminate this Subscription Agreement upon written notice to us if any change proposed under Clause 12 is unacceptable. For termination to be effective under this clause, we must receive your notice of termination within 30 days from the date of the change. Continued use of the Goods and Digital Services by you following any change constitutes acceptance of the change.
  3. We may terminate this Subscription Agreement for Goods and Digital Services (in whole or part) by giving at least 60 days’ notice. Our only obligation in this event shall be the pro rata refund of any charges paid for Goods and Digital Services offered as subscriptions by Subscriber in advance for the remaining Term (or Renewal Period, as applicable).

CREDIT

  1. By submitting the Application, you authorise 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 from 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.
  2. We may impose credit limits which may be varied by us from time to time. If you exceed the credit limit then Goods and Digital Services will the withheld until the account is back within the credit limit.
  3. 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).
  4. If you do not pay us the invoiced amount in full within the time stipulated in the invoice, we may, without limitation a) withhold further supplies including Goods and Digital Services which have already been fully paid; 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.
  5. Where we make individual deliveries of Goods and Digital Services or deliveries in instalments, you may be invoiced separately for each delivery in which case, you agree to pay each invoice according to its terms.

DIGITAL SRVICES; GRANT OF LICENSE; RESTRICTIONS ON USE

  1. You are granted, during the term of this Subscription Agreement, a nonexclusive, revocable, non-transferable, limited license to access and use the Goods and Digital Services from time to time made available by LN to you only for your internal purposes of: (a) research or study; and (b) providing professional services to your clients.
  2. In order to access and use the Digital Services or eBooks (such as 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").
  3. You will be able to maintain the “main work” that you have accumulated onto your device in perpetuity subject to the licence conditions in this Subscription Agreement and the Red App Conditions. Upon termination of a particular eBook subscription:

(a)      you will not be required to delete any eBooks from your device upon termination. you and your Authorised Users may continue to use the eBook purchased as at the date of termination and continue to use the Red mobile App subject to the licence conditions in this Subscription Agreement and to the Red App Conditions, at your own risk;

(b)      LexisNexis is not obliged to store, maintain, back-up, retrieve or restore any eBook that is lost or deleted by you;

(c)      You will no longer receive content amendments, access to links within the eBook, updates to the Digital Services, LexisNexis Red technology, or support or maintenance from LexisNexis 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 or eBooks from termination. You may only receive updates in the Red App, as made generally available without fee, from time to time; and

(d)      For the avoidance of doubt, by maintaining each of your eBook subscriptions, you will receive updates to the content on those eBooks as and when available, as well as access to ongoing legal updates and technological changes to the Red App.

  1. You and your Authorised Users are granted a perpetual license to use any eBook purchased for as long as you do not, nor permit others to:

    (a)      create your own independently searchable database of materials;

    (b)      store, distribute or transmit any content through the Digital Services that: (i) is defamatory, libelous, pornographic or obscene (unless such content is reasonably related to professional responsibilities); or (ii) otherwise breaches any law, statute, regulation, standard, or code of practice of any relevant authority;

    (c)      attempt to disassemble, reverse engineer, reverse compile or otherwise reduce to human-perceivable form any of the Digital Services;

    (d)      use the Digital Services or eBooks in any fashion that infringes the copyright or proprietary interests therein, including, but not limited to, exploiting the goodwill of LN, its trademarks, service marks, or logos;

    (e)      remove or obscure the copyright notices or other notices contained in the Digital Services;

    (f)       access or use the Digital Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Digital Services. Use of the Digital Services is permitted only via manually conducted, discrete, individual search and retrieval activities; or

    (g)      offer any part of the Digital Services for commercial resale or commercial redistribution in any medium or use the Digital Services to compete with the business of LexisNexis.

  2. Except otherwise provided in these Terms of Trade, all right, title, and interest (including all copyrights and other intellectual property rights) in the Goods and Digital Services, regardless of the form of medium, belong to LN or its third-party suppliers. You acquire no ownership of copyright or other intellectual property rights in the Goods and Digital Services or copies thereof, except the limited rights granted herein.
  3. You will deploy the Digital Rights Management (“DRM”) settings on the Digital Services as designated by LN that may restrict burning, copying, sharing, or printing of eBooks. In the event LN learns of attempts to circumvent such DRM protections either by you or your Authorised Users, LN shall in its sole discretion, be permitted to temporarily suspend and/or permanently terminate Authorised User's and/or your access to the Digital Services.
  4. Other provisions that govern your use of the Goods or Digital Services are set forth in your Order, any agreed addendum, online descriptions of files, online notices following file selection, and individual documents retrieved from the Digital Services (collectively the “Additional Terms”), all of which are incorporated by reference into these Terms of Trade. In the event of any conflict between these Terms of Trade and the Additional Terms, the Additional Terms will prevail.
  5. Where applicable, the license granted to you may allow for concurrent access to the electronic or digital product on such number of devices as specified in the order form.

SUBSCRIPTIONS

  1. Pay In Advance (“PIA”) Subscriptions. a) PIA Subscriptions commence on the date specified on our invoice or order form (as the case may be) (“Commencement Date”). b) The price for the first year of any PIA subscription is our list price at the date of the order. The price for subsequent years is our list price at the anniversary of the Commencement Date. c) We will inform you by invoice before each anniversary of the Commencement Date of the price payable for the next 12 months and, where the PIA Subscription relates to an online product, of any change to the terms and conditions applicable to that product.
  2. Supplements. For products that are updated by supplements between editions, when purchasing the main work customers will automatically be sent the updating supplement on publication and will be invoiced for these when received by us.

DELIVERY

  1. Orders for Goods and Digital Services are accepted by us subject to availability of stock and may be delivered in two or more instalments. Subject to Clause 38 and to the maximum extent permitted by law, LexisNexis has 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.
  2. 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.
  3. Risk in Goods and Digital Services passes to you on delivery. Title to Goods and Digital Services other than updates supplied under PIA Subscriptions will pass to you on payment in full. Title in updates supplied under PIA Subscriptions will pass on delivery.
  4. Time is not of the essence for delivery of Goods and Digital Services and our liability for incorrect delivery or failure to deliver is limited as set out in Clause 38.

LOSS OR DAMAGE IN TRANSIT

  1. Claims for damage or partial delivery or complete loss of consignment must be notified to us within 30 days of the date of invoice.

    PRINT RETURNS

  2. Returns of print product which are defective, incorrect or faulty will be accepted for credit provided:

    (a)      LN is notified of the defect/ or fault within 30 days from the date of invoice at your expense,

    (b)      the returns are accompanied by a copy of the returns note/invoice marked “cancel”, and

    (c)      you provide the valid authorisation code obtained from our Customer Support department before Goods are returned; and

    (d)      are in a condition fit for re-sale.

  3. Refunds will be given only where the print products are returned as above and there are no other amounts outstanding and due on your credit account with us. Sub-section (d) does not apply in the event the print products are faulty or damaged due to no fault of yours. Collection of returns must be from the original address of delivery by LN and if Subscriber requires LN to collect returns from a different address, LN reserves the right to charge the sum of $300 HKD (or such amount notified from time to time).
  4. For the avoidance of doubt, you cannot cancel an electronic or digital product purchased. Without prejudice to the foregoing, if you have purchased the “Print + eBook bundle”, you may cancel and return the print product in accordance with the conditions set out in Clause 35. In such circumstances, this will be deemed as a purchase of the electronic/digital product at the full price. You will have to pay the difference between (a) the discounted price of the “Print + eBook bundle” and (b) the full price of the electronic/digital product. You will receive a supplemental invoice for the outstanding amount.

WARRANTIES AND LIABILITY

  1. To the maximum extent permitted by law, our liability to you are limited at our option to: (a) in the case of Goods, replacement or repair of the goods or payment of the cost of replacing or repairing the Goods; and (b) in the case of Digital Services, resupply of the Digital Services or payment of the cost of re-supplying the Digital Services.
  2. Our liability to you for negligence and breach of contract is limited to the cost of replacing the Goods  and Digital  Services ordered.
  3. Subject to clause 38 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 particular time.
  4. It is not intended that any contract between us and Subscriber for the supply of Goods and Digital Services should be enforceable by any third party.
  5. Any waiver by us of any of this Subscription Agreement shall be limited to the particular instance and shall not operate or be deemed to operate as a future waiver of that or any other term.

NOTICES

  1. Notices sent by you to LexisNexis should be sent to your account manager or LexisNexis’ Customer Support department either by prepaid post to the address on the most recently delivered invoice or by email to the email address provided by your account manager, in any case, with a copy by email to help.hk@lexisnexis.com. Such notices must state your name and (where applicable) account number. Notices sent by us will be sent to your last known address or email address LexisNexis has on record.
  2. Any change to your details, including name, invoice, delivery and site addresses must be notified to us in writing within 30 days of the date of the change.

UNFORESEEN EVENTS

  1. We may cancel or suspend delivery of any ordered product in the event of any delay or non­performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.