TERMS AND CONDITIONS (Global Platform)
This Licence Agreement is between Reed International Books Australia Pty Limited trading as LexisNexis ("we or us") and the individual or company to whom LexisNexis has agreed to supply the Online Services and Materials ("you or Subscriber").
The following terms and conditions govern your use of the online services supplied by LexisNexis (the "Online Services") and the materials and content available therein ("Materials"):
1. LICENCE; RESTRICTIONS ON USE
(a) The right to electronically display Materials retrieved from the Online Services is limited to the display of such Materials primarily to one person at a time, subject to the Supplemental Terms for Specific Materials;
(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 Online 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 Online Services or your web browser software (collectively, “Authorised Printouts”); and
(c) 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 Online Services using the downloading commands of the Online Services or your web browser software and 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 for Specific Materials.
1.2 To the extent expressly permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms for Specific Materials, 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 Online Services. You may not print or download Materials without using the printing or downloading commands of the Online Services or your web browser software. All access to and use of the Online Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Online Services is strictly prohibited. Use of the Online Services is permitted only via manually conducted, discrete, individual search and retrieval activities.
1.4 All right, title, and interest (including all copyrights and other intellectual property rights) in the Online 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 Online Services, Materials, or copies thereof.
1.5 Except as specifically provided herein, you may not use the Online Services or Materials retrieved from the Online 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 Online Services.
1.7 Other provisions that govern your use of Materials are set forth in your applicable price schedule, the Supplemental Terms for Specific Materials, online descriptions of files, online notices following file selection, and individual documents retrieved from the Online Services (collectively, the “Additional Terms”), all of which are incorporated by reference into these General Terms and Conditions. To the extent there is any inconsistency between the Additional Terms and General Terms and Conditions, the Additional Terms prevail.
2. ACCESS TO SERVICES
2.2 Except for use incidental to occasional, short-term travel, you may not use an identification number to access the Online Services and Materials from outside the country for which it was issued.
2.3 Your identification number(s) may be restricted from accessing certain Materials otherwise available in the Online Services.
2.4 Materials and features may be added to or withdrawn from the Online Services and the Online Services may otherwise be changed without notice.
2.5 You must ensure that each person having access to the Online Services and Materials:
2.6 For Subscribers to KYC ID, annual subscriptions are calculated on the basis of an agreed number of Investigations. Subscribers who exceed the agreed number of Investigations within their subscription period will be subject to additional charges per Investigation at our then prevailing rate.
3. WARRANTIES AND GUARANTEES
3.2 We represent and warrant that we have the right and authority to make the Online Services and Materials available pursuant to these General Terms and Conditions.
3.3 SUBJECT TO CLAUSES 3.1 AND 3.2 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ONLINE SERVICES AND MATERIALS 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 ONLINE 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 ONLINE SERVICES AND MATERIALS UP-TO-DATE.
4. LIMITATION OF LIABILITY
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.
4.4 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 3.1 AND 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 SHALL NOT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
4.6 SUBJECT TO CLAUSE 3.1, THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.
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 judgement or to provide legal advice with respect to particular circumstances.
4.8 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 Any password / ID number 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 to the person to whom it was issued, that password / ID may be cancelled.
5.2 Either party may terminate the subscription for access to the Online Services upon notice to the other for breach. You may terminate this agreement (in whole or in part) by giving us at least 90 days’ written notice, to expire the day before the anniversary of the commencement date or minimum period (whichever is the longer) as specified in the Order Form. We may terminate this agreement (in whole or in part) by giving at least 60 days’ notice. Our only obligation in this event shall be the pro rata refund of any charges paid in advance. We may suspend or discontinue providing the Online 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. On termination of this agreement, any licence granted under this agreement terminates (including the licence in clause 1.1).
5.3 These General Terms and Conditions may be changed by us from time to time, however changes detrimental to you may only be changed at the expiry of your subscription for access to the Online Services. All other provisions may be changed by us within 7 days of giving notice to you. If any changes are made to the General Terms and Conditions, you may terminate the Agreement upon written notice to us if any change is unacceptable to you. For termination to be effective under this clause, we must receive your notice of termination within 90 days of the effective date of the change. Continued use of the Online Services following the effective date of any change constitutes acceptance of the change but does not affect your termination rights.
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 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 Online Services by the provider thereof. Notices to you shall be deemed to have been properly given on the date posted, if posted; on the date first made available, if displayed in the Online Services; or on the date received, if delivered in any other manner. Notices to us should be sent to your account representative.
5.6 The failure of 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 at a later time.
5.7 You may not assign your rights or delegate your duties under these General Terms and Conditions or any Additional Terms without our prior written consent.
5.8 These General Terms and Conditions and the Additional Terms shall be governed by and construed in accordance with the laws of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
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 Online Services to Authorised Users, (b) providing customer support, billing and other similar activities related to the Online Services, and (c) keeping Authorised Users informed about products, services, offers and upcoming events and to improve our services. We may also provide personal information about Authorised Users to third parties for the purpose of providing Authorised Users with direct marketing offers which we think may be of interest. If you do not wish to receive information about other products, services, offers and events, please notify us in writing.
5.11 In accordance with the Privacy Act 1988 (Cth), we will provide and export personal information about Authorised Users to third parties and other members of our company group, including Reed Elsevier Inc. in the United States, for the purposes of (a) providing access to and use of the Online Services to Authorised Users, and (b) providing customer support, billing and other similar activities related to the Online Services.
5.12 These General Terms and Conditions will be enforced to the fullest extent permitted by applicable law. If anything in these General Terms and Conditions is unenforceable, illegal or void then it is severed and the rest of these General Terms and Conditions remains in force.
5.13 These terms constitute the entire agreement between the parties concerning the subject matter of these General Terms and Conditions and supersede all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties.
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 34, the customer acknowledges that Goods & Services supplied may differ in non-material respects from those advertised in our catalogue or other promotional material.
4. If the customer has not previously submitted an order to us, 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 our head office.
6. Existing discounts agreed by us as at the date of these Terms of Trade shall continue to have effect for the remainder of the Price Plan Period (but will not necessarily apply to any renewal). Subject to clause 7, discounts for hardcopy subscriptions only apply to subscribers to both the online and hardcopy format.
7. Any promotional offer that LexisNexis makes is exclusive of and cannot be used with any other offer, promotion or discount.
8. The price payable for updating material for printed encyclopaedic and loose-leaf publications, where these are not covered by the terms of a PIA Subscription (as defined in clause 25 below) or a Solution Service Agreement, shall be the price advised by us at the time of publication.
9. The customer must let us know 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 from the customers next renewal.
10. All prices are inclusive of GST.
12. We may change the customers agreement from time to time upon notice to the customer. Changes detrimental to the customer take effect upon the next Renewal whilst all other changes take effect within 7 days of notice to the customer.
13. The customer may terminate their agreement immediately upon written notice to us if any change proposed under clause 12 is unacceptable. Continued use of the Goods & Services by customer following any change constitutes acceptance of the change.
14. The customer may terminate this agreement for Goods & Services (in whole or part) by giving us at least 90 days written notice, to expire the day before the anniversary of the commencement date or Price Plan Period (whichever is the longer).
15. We may terminate customers agreement for Goods & Services (in whole or part) by giving customer at least 60 days notice. Our only obligation in this event shall be the pro rata refund of any charges paid by customer in advance.
16. We may suspend or discontinue providing the Goods & Services to the customer without notice and pursue any other remedy legally available to us if customer fails to comply with any of its obligations hereunder.
18. We may impose credit limits which may be varied by us from time to time. If the customer exceeds the credit limit then Goods and Services will the withheld until the account is back within the credit limit.
19. The customer 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).
20. If the customer does 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 & Services which have already been fully paid; or b) charge interest on amounts outstanding at the rate of 4% above our banks base rate from time to time; or submit the customers account to a collection agency. If we do submit the account to a collection agency, the customer agrees 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.
21. Where we make individual deliveries of Goods and Services or deliveries in instalments, the customer may be invoiced separately for each delivery in which case, the customer agrees to pay each invoice according to its terms.
22. We reserve the right to charge the customer 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 the customer in writing before the changes take effect in accordance with clause 12.
24. Delivery of online products is made using the World Wide Web.
26. Pay As You Go (PAYG) Subscriptions. a) Updates to printed encyclopaedic and loose-leaf services which are not subject to a PIA Subscription will be invoiced upon publication. b) Despite any term to the contrary, Customers may terminate PAYG Subscriptions by providing 90 days written notice at any time.
27. 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.
29. Delivery will be made to the address specified on the order by the customer or its agent, or to a carrier designated by the customer, or to other such addresses as are notified to us from time to time.
30. Risk in Goods & Services passes to the customer on delivery under clause 29 above. Title to Goods & Services other than updates supplied under PIA Subscriptions will pass to the customer on payment in full. Title in updates supplied under PIA Subscriptions 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 34.
LOSS OR DAMAGE IN TRANSIT
WARRANTIES AND LIABILITY
35. Our liability to the customer for negligence and breach of contract is limited to the cost of replacing the Goods & Services ordered.
36. Subject to clause 34 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.
37. It is not intended that any contract between us and the customer for the supply of Goods & Services should be enforceable by any third party.
38. Any waiver by us of any of these terms and conditions 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.
40. Any change to the customer details, including name, invoice, delivery and site addresses must be notified to us in writing within 30 days of the date of the change.
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