LexisNexis General Terms and Conditions
Effective 16th May 2018
The following terms and conditions (“Terms & Conditions”) govern Your use of the
LexisNexis Business Information Solutions B.V. ("LN") products and service (the
"Online Services") and the materials available therein ("Materials"):
1. LICENSE; RESTRICTIONS ON USE
1.1 You are granted a nonexclusive, non-transferrable, limited license to access and
use for research purposes the Online Services and Materials from time to time made
available to you. This license includes:
(a) The right to electronically display Materials retrieved from the Online Services to no
more than one person at a time, subject LexisNexis Services Supplemental Terms
for Specific Materials;
(b) The right to obtain a printout of Materials via printing commands of the Online
Services and to create a single printout of Materials downloaded via downloading
commands of the Online Services or Your web browser (collectively, "Authorised
(c) With respect to Materials that are court cases, court rules, court briefs,
agency-issued documents, agency regulations or executive branch materials from
the United States, its states or territories (collectively, "Authorised Legal Materials"),
the right to retrieve via downloading commands of the Online Services or Your web
browser and store in machine-readable form, primarily for one person's exclusive
use, a single copy of insubstantial portions of those Materials included in any
individual file to the extent the storage of those Materials is not further limited or
prohibited by the Supplemental Terms for Specific Materials;
(d) With respect to Materials that are Authorised Patent Materials ("Authorised Patent
Materials"), the right to retrieve via downloading commands of the Online Services
or Your web browser and store in machine-readable form, primarily for one person’s
exclusive use, a single copy of not more than 200 patents at any one time; and
(e) With respect to all Materials other than Authorised Legal Materials and Authorised
Patent Materials, the right to retrieve via downloading commands of the Online
Services or Your web browser and store in machine-readable form for no more than
90 days, primarily for one person's exclusive use. Insubstantial copies of the
Materials may be stored beyond the time restriction referred to in this clause 1(e)
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
1.2 To the extent 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.
1.3 Except as specifically provided in Sections 1.1 and 1.2, You are prohibited from
downloading, storing, reproducing, transmitting, displaying, 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.
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 LN or its third party suppliers of materials. You acquire no
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 copyrights
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.
2. ACCESS TO SERVICES
2.1 Subject to clause 2.2 below, only employees authorised by the subscribing
organisation may access and use the Online Services.
2.2 You may not use an identification number to access the Online Services 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 change without notice.
3. LIMITED WARRANTY
3.1 LN represents and warrants that it has the right and authority to make the Online
Services and Materials available pursuant to this Agreement.
3.2 Except as otherwise provided in section 3.1., the Online Services and Materials are
provided in an “as is” as available basis and LN and each third party supplier of
Materials expressly disclaim all warranties, including warranties of merchantability
and fitness for a purpose a particular purpose.
4. LIMITATION OF LIABILITY
4.1 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 Online Services or any Materials available or not included
therein, (b) the unavailability or interruption of the Online Services or any features
thereof or any Materials, (c) Your use of the Online Services or Materials (regardless
of whether you received any assistance from a Covered Party in using the Online
Services), (d) Your use of any equipment in connection with the Online Services, (e)
the content of Materials, or (f) any delay or failure in performance beyond the
reasonable control of a Covered Party.
4.2 "Covered Party" means (a) LN, its affiliates, and any officer, director, employee,
subcontractor, agent, successor, or assign of LN or its 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 The aggregate liability of the covered parties in connection with any other claim
arising out of or relating to the Online Services or Materials shall not exceed the
amount of Your actual direct damages excluding any loss of profit or business. Your
right to monetary damages in that amount shall be in lieu of all other remedies which
you may have against any covered party.
4.4 The covered parties shall not be liable for any special, indirect, incidental,
exemplary, punitive or consequential damages of any kind whatsoever (including,
without limitation, attorney 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. The
covered parties shall not be liable for any special, indirect, incidental, exemplary,
punitive or consequential damages of any kind whatsoever (including, without
limitation, attorney 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.
5.1 This Agreement is for the minimum period specified on the Order Form (“Term”). In
the event that no notice of termination has been received by LN prior to 90 days
before the expiry of the Term, this Agreement shall continue for a further renewal
period of 12 months (“Renewal Term”). In such circumstance, the total annual price
paid will be the annual price of the preceding year plus the increase rate mentioned
on the Order Form and so on for subsequent years.
5.2 LN may terminate this agreement by giving at least 60 days’ notice. LN’s only
obligation in this event shall be the pro rata refund of any charges paid in advance.
LN may suspend or discontinue providing the Online Services to You without notice
and pursue any other remedy legally available to it if you fail to comply with any of
your obligations hereunder.
5.3 LN may terminate this Agreement forthwith on notice without compensation if (a)
You enter into a composition with your creditors, or (b) an order is made for the
winding up of your organisation, or (c) an effective resolution is passed for the
winding up of your organisation (other than the purpose of amalgamation or
reconstruction on terms approved by LN), or (d) a receiver, manager,
administrative receiver or administrator is appointed in respect of all or any part of
your business or assets (e) You are identified on a sanction list according to clause
5.4 You shall be liable for all costs of collection incurred by LN, including without
limitations, collection agency fees, reasonable attorney’s fees, and court costs, if
You fail to comply with the payment obligations herein.
5.5 All charges incurred by Subscriber, together with applicable taxes, are payable
within 30 days after receipt of an invoice. All payments must be made in the
currency mentioned on the Order Form. If, during the Term of this Agreement, the
VAT tax rate increases due to government or regulatory requirements, You will
pay to LN the difference between the tax paid at the time of any upfront payment
and any increase in tax which is payable against the period for which the
payment has been made.
5.6 Except as otherwise provided herein, all notices and other communications
hereunder shall be in writing or displayed electronically in the Online Services by
LN. Notices 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 Online
Services; or on the date received, if delivered in any other manner. Notices to LN
should be sent to Your account representative.
5.7 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.
5.8 You may not assign any rights or delegate any duties under the Agreement to
access the Online Services without the prior written consent of the provider of LN.
5.9 LN may assign this Agreement at any time without your consent to any entity within
the RELX Group plc.
5.10 This Agreement and the Additional Terms shall be governed by Dutch Law. Place
of jurisdiction is Amsterdam.
6. COMPLIANCE WITH LAWS
6.1 You warrant that You comply with all applicable laws, rules, regulations, directives
and guidelines regarding the collection, use and disclosure of personal data,
including without limitation the General Data Protection Regulation 2016/679, The
Data Protection Act 2018 and any amendments or successors to those laws
("Applicable Privacy Laws") when processing personal data in relation to the
6.2 You shall provide all reasonably necessary assistance to LN to enable LN to
comply with Applicable Privacy Laws.
6.3 You are neither identified on, nor shall provide access to the Online Services to any
individuals or entities identified on, OFAC’s list of Specially Designated Nationals
(“SDN List”), the UK’s HM Treasury’s Consolidated List of Sanctions Targets, or
the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU
Financial Sanctions, or any other applicable sanctions lists.
7. DATA PROTECTION
7.1 LN processes personal information about You and Authorised Users according to
the Data Protection Laws.
7.2 The terms “controller”, “data subject”, “personal data”, “personal data breach”,
“processing”, and “processor” will have the meanings ascribed to them in the Data
Protection Laws, and where the relevant Data Protection Laws use the term ‘data
controller’ or ‘data processor’, they shall be read as controller and processor,
respectively. “Data Protection Laws” means all data protection laws and
regulations, including those of the Netherlands, (“NL”), the European Economic
Area (“EEA”) and the European Union (“Union”), applicable to the processing of
personal data under the Agreement, including the Regulation 2016/679 of the
European Parliament and of the Council of 27 April 2016 on the protection of
natural persons with regard to the processing of personal data and on the free
movement of such data, and repealing Directive 95/46/EC (General Data
Protection Regulation) (“GDPR”) from May 25, 2018.
7.3 You recognise that, in the process of accessing and using the Online Services and
Materials, You and the Authorised Users will be required to supply personal data.
You represent and warrant that You and the Authorized Users have complied with
all applicable obligations under the Data Protection Laws in supplying personal
data to LN, including providing any required notices and obtaining any required
consents and authorizations for our processing such personal data.
the information we collect about you according to Art. 13 GDPR.
7.5 To the extent that LN acts as a processor of personal data on Your behalf, LN will
process such personal data in accordance with the Data Protection Laws and, as
of May 25, 2018, the GDPR Data Processing Addendum (“DPA”) which can be
viewed under https://www.lexisnexis.com/global/privacy/en/processor-terms-nl.page.
7.6 On request, LN will provide You data and analysis of Authorised Users’ usage of
the Online Services and Materials (“Analytics”). Analytics data will clearly identify
individual Authorised Users and will detail their activity (including but not limited to
documents and content accessed, printed, emailed, downloaded, searched). LN
will provide the Analytics to You on the strict condition that:
(a) You will not use it for any purpose other than supporting internal decision making
processes, policing use of the Online Services and Materials; product adoption
activities carried out with us; and assessing levels of use;
(b) the Analytics data is not to be shared with any third parties without LN’s prior written
(c) You are solely responsible for providing any required notices and obtaining any
required consents and authorizations of the Authorised Users to all use of the
(d) You shall indemnify LN and its affiliates on demand from and against any loss,
liability, damages, claims, fines, penalties, costs and expenses incurred as a result
of any third party claim against LN arising out of or in connection with Your failure
to comply with the aforementioned provisions.
7.7 You will immediately stop using and delete all Analytics on termination or expiry of
this Agreement or otherwise at LN’s direction.
7.8 You can direct all question related to the protection of Your personal data to our
8. FAIR PROCESSING NOTICES
8.1 You shall have an easily accessible privacy notice ("Customer Privacy Notice"), the
presentation and content of which shall comply with all Applicable Privacy Laws.
The Customer Privacy Notice shall disclose how You collect, process and share
personal data contained within LN Licensed Content, as well as how You share
with LN personal data contained within Customer Provided Content. You shall
proactively provide the Customer Privacy Notice to individuals where required to
do so under Applicable Privacy Laws. You shall fully comply with the Customer
8.2 You shall also ensure that the Customer Privacy Notice contains the following
language, or accurately translated language substantially similar thereto: "Our
third-party business partners, including LexisNexis Business Information Solutions
B.V. ("LexisNexis"), may provide us with your personal information in order to
enable LexisNexis to conduct background checks and screening activities, comply
with LexisNexis’s legal obligations and for other purposes as described in this
privacy notice. LexisNexis is responsible for any personal information which they
may collect and hold about you until it is received by LexisNexis. To learn more
about how LexisNexis collects and uses your personal information, please see the
8.3 You shall on request provide to LN all information necessary to demonstrate and
allow LN to audit Your Customer Privacy Notice in order to verify Your compliance
with clauses 8.1 and 8.2 above.
8.4 Prior to using any LN Licensed Content to conduct screening activities, You shall
confirm to LN (via the mechanism provided within the Service) that it has provided
all necessary notices to individuals to enable it to conduct such screening activities
in compliance with Applicable Privacy Laws.
9. LEGAL BASIS GROUNDS AND CUSTOMER PURPOSE OF USE
9.1 You warrant that You only process LN Licensed Content where it has a lawful
ground to do so under Applicable Privacy Laws.
9.2 You shall only use LN Licensed Content in accordance with the license granted in
this Agreement and in any event for no purposes other than media monitoring, due
diligence, governance risk management, reputation management, information
gathering, or compliance with its Know Your Client, anti-bribery & corruption,
financial crime, anti-money laundering, counter terrorist financing, modern slavery,
or other legal obligations.
9.3 Where You subscribe for any LexisNexis risk and diligence products and services
(the "R&D Services"), You undertake to use the content on those sites only for Your
own internal legitimate business purposes which shall be limited to the following:
(a) In the prevention of Financial Crime, including Anti-Money Laundering ("AML") and
Counter Terrorism Financing.
(b) In the prevention of Financial Crime, including Anti-Bribery and Corruption ("ABC").
(c) In assessing general business risks, including but not limited to AML, ABC, Fraud
and commercial financial risks relevant to the business or its controlling persons.
(d) In the process of reconnecting assets with a person.
(e) In locating an individual not for asset reunification or debtor tracing purposes.
(f) Data cleaning or appending against your own database for general communication.
(g) In assessing the risk of default and provision of a risk based score and/or credit risk
attributes of an individual.
(h) In the investigation into a known or suspected fraud case to gain further information
about an individual.
(i) In fraud prevention or to aid with the discovery of fraud.
(j) In the identity assurance process for any of your new or existing clients.
(k) For internal production of analytical models, evaluation of a service or research.
(l) For development and testing purposes.
9.4 You warrant that You don´t make any decisions about individuals which have a
legal or similarly significant effect on them and which are based solely on
automated processing of their LN Licensed Content and/or information derived
from LN Licensed Content.
9.5 You shall not make decisions about individuals based solely on LN Licensed
Content derived from any third-party social-media websites (such as Twitter,
Facebook, etc) ("Third Party Platforms") and/or information derived from such LN
9.6 Where You are licensed to use LN Licensed Content for media monitoring or
reputation management purposes, You shall not use LN Licensed Content and/or
information derived from such LN Licensed Content for such media monitoring or
reputation management purposes in a manner which involves targeting or making
decisions about individuals on the basis of their racial or ethnic origin, political
opinions, religious or philosophical beliefs, trade union membership, genetic or
biometric characteristics, health, sex life, sexual orientation, or criminal convictions
and offences or related security measures.
Terms for Specific Materials
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