General

1) These terms and conditions form the entire agreement (‘the Agreement’) between Lawdata Limited (‘Lawdata’) and the Customer or Subscriber (‘the Client’) whose name appears on the invoice or delivery note (‘the Invoice’) for the sale and purchase of goods or services appearing on the Invoice (‘the Goods’).

2) These terms and conditions are subject to the law of England and Wales, and the parties submit to the exclusive jurisdiction of the English Courts.

3) Each Party undertakes to keep confidential all information (written or oral) concerning the business affairs of the other that it shall obtain or receive as a result of the discussions leading to or the entering into the agreement.

4) This agreement constitutes the entire agreement between the Parties in relation to the Goods and supersedes all prior agreements, undertakings, or other related communications.

5) If any part of this Agreement is held unlawful or unenforceable that part shall be struck out without it affecting the remainder of the agreement.

6) No one other than the Parties and their permitted assignees (if any) shall be entitled to benefit from the Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

Termination

7) Lawdata may, without prejudice to its other rights or remedies, terminate the Agreement by giving written notice to its Client in the event of:

i) The dissolution or liquidation of the Client’s corporate identity, any declaration of insolvency by a competent court, or the appointment of a receiver or administrator in respect of the Client, or

ii) Monies owing to Lawdata by Client being in arrears and unpaid 7 days after the same shall have become due (whether legally demanded or not), or

iii) Client being in serious or persistent breach of any of its obligations under the Agreement, or

iv) The sale of all or substantially all of the Client’s assets, or the transfer of a controlling interest in the Client to an unaffiliated third party.

8) The rights and duties created by clause 3 shall survive the Termination of the agreement.
Goods

9) Lawdata accepts orders subject to availability of stock.
10) Lawdata reserves the right to deliver the goods in two or more instalments.

11) Time of delivery shall not be of the essence of this agreement.

12) Lawdata reserves the right to withhold further supplies in the event of any breach of any of these terms and conditions, and for any other reason which Lawdata considers warrants such action.

13) Lawdata will not be liable in any way for any loss of trade or profit occurring to the Client in the event of the delivery of the Goods being delayed or prevented by reason of fire, flood, accidents, strikes/ lock outs, trade disputes, acts or restraints of government, the imposing of restrictions on exports or from any other cause.

14) Until the Purchase Price is paid in full, title to the Goods remains vested in Lawdata. Failure to pay any part of the Purchase Price as and when due shall give Lawdata, without prejudice to its other rights and remedies, the right to take possession of the goods and to enter onto Customers property, or any property where it is reasonably believed that the goods are stored, for this purpose.

15) All Goods, unless otherwise agreed in writing by Lawdata, are supplied on a firm sale basis. Returns will not be accepted.

16) Where Goods are despatched by Lawdata, to an address for delivery in the UK or Eire, claims for damage or partial delivery must be notified within 14 days of the date in which the Invoice was raised. Otherwise liability will not be accepted.

17) Not withstanding that title to the goods has not passed to the Client, the risk of loss or damage shall pass to Client as from the date of delivery.

Subscriptions

18) Lawdata shall grant to the Client non-exclusive rights to access and to use the Services upon the terms of the Agreement, which shall commence upon the date the Customer first subscribes to the Services (‘the Subscription Date’) and shall continue unless and until terminated by either Party pursuant to Clause 26.

19) The Client shall make an agreed payment to Lawdata (‘The Subscription Fee’), in return to access and use the services and the provisions by Lawdata of legal telephone advice.

20) The Subscription Fee shall be payable annually in advance, unless paid in accordance with clause 21. The First subscription Fee shall be payable on or before the Subscription Date and each subsequent Subscription Fee shall be invoiced by Lawdata prior to each anniversary of the Subscription date.

21) Subscriptions must be paid annually in full, except were Lawdata express, in writing, their acceptance of the Subscription Fee by Standing Order. In consideration of Lawdata Ltd agreeing to accept payment in instalments, the Client agrees that the initial subscription shall be for a minimum of 12 months and thereafter will be renewed annually unless cancelled in accordance with clause 26.

22) Failure, by the Client, to pay any part of the Subscription Fee as and when due shall give Lawdata, without prejudice to its other rights and remedies, the right to demand immediate payment of the whole Subscription Fee.

23) Lawdata agrees, on the expiry of the initial 12-month period, to confirm, by statement, the Standing Order amounts received for the preceding subscription.

24) Subscriptions run for a full year and credits will not be given for cancellations during the year.

25) Lawdata’s liability in respect to any advice obtained through its legal service shall be limited to the cost of the Customers annual subscription.

Termination

26) The Agreement may be terminated:

i) By the Client giving Lawdata. Not less than 30 days written notice to expire on any anniversary of the Subscription Date. Failure to give notice by such deadline shall mean that the Agreement shall continue and the Customer shall be liable to pay the Subscription Fee up until the following anniversary, provided that Lawdata may at its sole discretion allow earlier termination upon payment by the Customer of a cancellation charge, or

ii) If the Subscription Fee is paid by Standing Order, by the Customer giving Lawdata not less than 90 days written notice to expire on any anniversary of the Subscription Date. Failure to give notice by such deadline shall mean that the Agreement shall continue and the Customer shall be liable to pay the Subscription Fee up until the following anniversary, provided that Lawdata may at its sole discretion allow earlier termination upon payment by the Customer of a cancellation charge, or

iii) By Lawdata giving Customer not less than 30 days written notice, or in accordance with clause 7.

Payment Provisions

27) All invoices shall be payable in full within 30 days of the date of invoice save where any one invoice is outside the terms for payment, when all invoices shall fall due for payment forthwith.

28) All prices are quoted exclusive of Value Added Tax, which shall be additionally payable, by the Client in the manner and at the rates prescribed by law.

29) Lawdata may vary prices with immediate effect and without notice in the event that Lawdata experiences cost increases which are beyond its reasonable control and, in any event, Lawdata shall have the right to vary prices upon 14 days written notice to Clients.

30) If the Client does not pay Lawdata’s invoices when they are due, then without prejudice to its other rights and remedies, Lawdata may:

a) charge interest on the amounts overdue from the due date until the date of payment at the rate of 2% per month; and

b) suspend performance of its obligations under the agreement until payment is made.
Liabilities

31) Each party undertakes to perform its obligations under the Agreement with all due care and diligence and in a manner that does not infringe, or constitute any infringement or misappropriation of, any copyright or trade secret of any party.

32) The Client shall take all reasonable steps to reduce the risk of loss and damage to its operation and in particular shall implement best practice guidelines produced by Lawdata. Lawdata shall not be liable for any loss or damage which could have been avoided had such steps been taken.

33) To the extent that the Client has not complied with its obligations in accordance with the Agreement. Lawdata shall be relieved of its responsibilities for satisfactory performance hereunder.

34) Lawdata’s liability in respect to any advice, Goods or Services provided shall be limited to the cost of the Customers annual subscription, or the price of the Goods purchased.