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TERMS & CONDITIONS (v.6 21.12.2010)

BY SIGNING AN ORDER FORM OR BY ACCESSING THE LAWTEL SERVICE OR THE LAWTEL PRECEDENTS SERVICE THE SUBSCRIBER, AS DETAILED HEREIN, IS ACCEPTING AND WILL BE BOUND BY THE CURRENT TERMS AND CONDITIONS WHICH MAY BE UPDATED FROM TIME TO TIME

1. INTERPRETATION

In these Terms and Conditions, the following words and phrases shall bear the following meanings:

“Affiliates” means entities controlling, controlled by or under common control with Supplier.

“Agreement” means these Terms and Conditions, the relevant order form and any variations thereto or special conditions agreed in writing which together govern the provision of the Service to Subscriber.

“Amended Precedents” means Precedents and Formatted Precedents that have been amended by Subscriber in accordance with these Terms and Conditions by amending clauses appropriate to a transaction.

“Content” means Data, Extracts, Forms, Precedents, Amended Precedents, Formatted Precedents and Lawtel Litigator.

"Data" means data (including Third Party Data but excluding forms or precedents) or information in any format, whether existing at the time of registration or not, which is communicated or transmitted to the Subscriber and/or its User(s) in accordance with the Service.

“Equipment” means equipment, whether existing at the time of subscription or not, which enables the Subscriber to access the Service.

“Extracts” means insubstantial parts of the Data (appropriately cited and credited) whether held as separate documents or as incorporated in Work Product in accordance with clause 4.2.1(b) hereof;

“Formatted Precedents” means Precedents amended using the Housestyle Tool only;

“Forms” means the blank Land Registry forms included in the Service;

“Housestyle Tool” means the functionality of the Service that enables subscriber to select how the Precedents will be styled when Subscriber downloads a Precedent, including but not limited to, the font size and font style of text in the Precedents, the inclusion or not of Precedent clause headings and tables of contents and the incorporation of the Subscriber’s name and logo on the downloaded Precedents.

"Invoice Date" means the date on which an invoice is issued by Supplier to the Subscriber and is determined by the date shown at the top of the invoice and not by the date of posting or receipt by the Subscriber.

“Know-How Database“ means a database or other storage in either paper or electronic form which is intended for the storage, and/or provision to its users, of access to know-how.

"Lawtel" means all Lawtel Services currently provided or which may be provided under the Lawtel name from time to time.

“Order Form” means the current order form for the provision of the Service.

“Precedents” means Precedent documents (in whole or in part) and/or clauses (in whole or in part) in any format, whether existing at the time of registration or not, which are communicated or transmitted to the subscriber in accordance with the Service but does not, for the avoidance of doubt, include forms.

“Project Database” means a searchable database either in print or electronic form maintained in connection with an ongoing project of Subscriber which must consist preponderantly of Subscriber's own Work Product with access limited to those internal users actively working on the project.

“Retention Database“ means a database or other storage in either paper or electronic form which is not readily accessible searchable or useable by its users and which is retained only for the purpose of proof at a later date (e.g. for purposes of litigation against Subscriber) that certain material was reviewed as part of a particular matter.

"Service" means Content and functionality supplied to the Subscriber and/or its User(s) in accordance with the Terms and Conditions herein and which comprises, inter alia but not restricted to, Data, Precedents, case law, checklists and guides, Lawtel FirstPoint, Lawtel Litigator, articles, indexes, press releases, reports and legislation of the United Kingdom and/or, in respect of Lawtel EU, the European Union . Other data or information, including data or information originating from or owned by third parties (‘Third Party Data’, see below), may be made available or removed by Supplier from time to time at Supplier’s sole discretion.

"Subscriber" is any person(s) or body at whose application Supplier provides the Service, either in their or its own right, or on behalf of whom they make application.

"Subscription Period" means the period of twelve (12) months from the Subscription Start Date or the anniversary or subsequent anniversaries thereof.

"Subscription Start Date" means the date specified as the subscription start date on the current order form.

“Supplier” means Thomson Reuters (Professional) UK Limited – Legal Business, 100 Avenue Road, Swiss Cottage, London NW3 3PF Company No. 1679046, registered in England and Wales. Registered office: Aldgate House, 33 Aldgate High Street, London EC3N 1DL and shall, where the context admits, include the Supplier’s assigns or successors in business as the case may be.

"Third Party Data" means data or information originating from or owned by third parties which may be made available by Supplier, acting as agents for third party database owners or their licensors, to the Subscriber and its User(s). All intellectual property rights in the Third Party Data vest with the third party or its licensor(s).

"User" means those person(s) or body/bodies authorised by Supplier to access and use the Service, the number of which and names of whom are either specified on the current order form or subsequently agreed by the parties in writing (including by email). Where it is agreed by Supplier that users’ names and/or passwords will not be used (for example where silent authentication is used instead) the order form will record this.

“Work Product” means Subscriber's own documents, memoranda, advices, briefs and other similar materials whether in print or in electronic form created by Subscriber in the regular course of Subscriber's business which for the purposes of the Terms and Conditions herein includes the following activities

(a) advising clients including producing documents for transactions, proposed transactions, causes of action and proposed causes of action;

(b) internal training;

(d) producing journal articles or books containing Extracts other than casebooks or collections of materials;

(e) for academic institutional Subscribers, print or electronic course packs, including legal research manuals/learning guides but, in the absence of prior written agreement with Supplier, which may require additional charges, not the following:

(f) producing intranet, extranet or internet sites;

(g) producing print or electronic updating/current awareness newsletters for external consumption or any other client retention/attraction activity;

(h) providing research services other than to clients as part of advice given on an ongoing matter;

(i) publication or resale;

(j) for Academic Institutional Subscribers, downloading Content for use in virtual learning environments.

2. DURATION AND TERMINATION

2.1 The Subscription Period shall be deemed to commence on the Subscription Start Date and thereafter shall continue for successive periods of twelve (12) months from the anniversary or subsequent anniversaries of the Subscription Start Date and, subject to any earlier termination as provided for in paragraph 2 herein, shall continue until terminated by Supplier or the Subscriber by giving no less than thirty days’ written notice to the other party prior to the anniversary or subsequent anniversaries of the Subscription Start Date.

2.2 Supplier may suspend or terminate access to the Service without notice if:

(a) any fees, charges or other payment due hereunder are unpaid for more than fourteen days after becoming due;

(b) the Subscriber commits a material breach or default of any term herein and in the case of a breach capable of remedy shall have failed to remedy it within 21 days of receiving notice of it;

(c) the Subscriber (and if the Subscriber is more than one person, any of those persons) is adjudicated bankrupt, enters into liquidation or any arrangement or composition with or assignment for the benefit of its creditors or if a trustee or a receiver or administrator or administrative receiver or receiver and manager is appointed against the whole or any part of its assets or business.

2.3 Expiry or termination of this Agreement shall be without prejudice to the accrued rights and obligations of the parties.

3. PROVISION OF AND ACCESS TO THE SERVICE

3.1 Subject to the terms herein, Supplier shall provide the Subscriber and its User(s) with the Service for the Subscription Period.

3.2 Subscriber shall supply, in respect of each user, their user details as specified on the Order Form or as otherwise requested by Supplier (“User Details”) or other necessary access details where silent authentication is used (“Access Details”). Supplier shall allocate to the Subscriber and its User(s) such passwords and other identifiers as it thinks fit and may alter these from time to time upon reasonable notice being given to the Subscriber.

3.3 Access to the Service will be given as soon as reasonably practical after provision of the User Details or Access Details to Supplier as required by clause 3.2 above. Where incomplete and/or inaccurate User Details or Access Details are provided by Subscriber with the Order Form or by some other agreed means by a date otherwise agreed by Supplier in writing, Supplier shall not be liable for any delay or failure to set up access to the Service for any or all of the Users. Further the Subscription Period shall begin on the Subscription Start Date and Subscriber shall not be entitled to any reduction in the Price or an extension of the Subscription Period as a result of any delayed or limited access to the Service.

3.4 All rights to access and use the Service granted to Subscriber or restrictions imposed on Subscriber shall be exercisable or observed (as the case may be) by Users. It shall be the responsibility of Subscriber to ensure that Users act in accordance with such requirements.

3.5 Any password is issued for the authorised use of the Subscriber or its User(s) only and is not transferable, and shall be kept strictly confidential. Subscriber is solely responsible for maintaining security of the Service passwords. Subscriber is also responsible for all access to and use of the Service by Subscriber's personnel or by means of Subscriber's equipment or the Service passwords, whether or not Subscriber has knowledge of or authorises such access and use. The Subscriber agrees to:

(a) notify Supplier of any changes relating to its User(s) as soon as possible. Liability arising from breach of this clause shall be maintained until such notification has been received by Supplier;

(b) indemnify Supplier against any use of User Details or Access Details in breach of these Terms and Conditions (unless prior written consent of Supplier is obtained), including use by a third party where the Subscriber or its User(s) has allowed or facilitated access to any Content, Third Party Data or other data, however so received, in conjunction with the subscription to the Service.

3.6 Supplier reserves the right without notice to:

(a) alter the arrangements for access to the Service; and/or

(b) change the presentation and/or withdraw the content, Data, facilities of the Service. Supplier will endeavour to give the Subscriber or its User(s) reasonable notice of any alterations or changes which are likely to affect detrimentally the Subscriber or its User(s).

4. COPYRIGHT AND PERMITTED USE

4.1 The copyright in the Content is and remains the property of Supplier and its licensors.

Data

4.2 Permitted Acts – Data – use

4.2.1 Subscriber may:

(a) view the Data on screen;

(b) reproduce, quote and excerpt Extracts in Subscriber's own Work Product;

(c) print Extracts for internal use and for distribution to third parties if such third parties agree not to further distribute the same;

(d) distribute Work Product related to a specific cause of action containing Extracts to:

(i) the court before which the cause of action is to be heard, and/or

(ii) the parties to the cause of action, and/or

(iii) their representatives.

(e) on an occasional basis either via e-mail or via the functionality of the Service, transmit or direct Supplier or its Affiliates to transmit individual documents in electronic format to individual internal user(s) for internal use and for distribution to third parties if such third parties agree not to further distribute the same;

(f) download Extracts to a storage device under the exclusive control of Subscriber and temporarily store the same in order to carry out the above functions; and

(g) use the functionality made available through the Service.

4.3 Permitted Acts – Data – storage

4.3.1 Subscriber may store Extracts in a Project Database, whether in hardcopy or electronically (or both)

4.3.2 Subject to 4.3.3, Subscriber may continue to store Extracts in a Retention Database.

4.3.3 No Data shall be stored or used in any form of Know-How Database.

Precedents

4.4 Permitted Acts – Precedents - use

4.4.1 During the term of this Agreement Subscriber may:

(a) use the functionality made available through the Service (including the Housestyle Tool);

(b) view the Precedents on screen;

(d) reproduce, quote and excerpt Precedents, Formatted Precedents and Amended Precedents in Subscriber's own Work Product;

(e) in the context of a transaction or legal action (whether actual or prospective), print, e-mail or otherwise distribute one or more Precedents, Formatted Precedents and/or Amended Precedents to the parties, parties’ advisers and/or and court or tribunal in connection with the same.

4.4.2 Where 4.4.1 (e) does not apply, such material may only be so transmitted for internal use.

4.5 Permitted Acts – Precedents - storage

4.5.1 Provided that at all times the source of all such documents are clearly identified as originating from this Service, Subscriber may, during the term of this Agreement, download and store Precedents, Formatted Precedents and Amended Precedents in:

(a) a storage device under the exclusive control of Subscriber in order to carry out the functions permitted by these Terms and Conditions; and

(b) a Project Database, Know-How Database and/or Retention Database.

4.6 Restrictions – Precedents only

4.6.1 Subject to clause 4.6.2 below, within 4 weeks of the date of termination of this Agreement Subscriber must delete all copies of the Precedents, Formatted Precedents and Amended Precedents made by Subscriber and confirm to Supplier that this has been done.

The provisions of clause 4.6.1 shall not apply to:

(a) copies of Precedents, Formatted Precedents and Amended Precedents stored in Retention Databases;

(b) copies of Precedents, Formatted Precedents and Amended Precedents related to an ongoing specific client transaction and/or cause of action, in which case such Precedents, Formatted Precedents and Amended Precedents may be used to complete the said transaction only and thereafter may be stored in a Retention Database; and

(c) copies of Amended Precedents which, as at the date of termination of this Agreement, have been created by Subscriber by substantially amending Precedents and/or Formatted Precedents.

Forms

4.7 Permitted Acts – Forms - use

4.7.1 During the term of this Agreement Subscriber may access any Form currently available on the Service, for their personal use or their use on behalf of clients, to:

(a) read the Form;

(b) complete the Form on screen; or

(d) in the context of a transaction or legal action (whether actual or prospective), print, e-mail or otherwise distribute the Form (whether blank, completed or partially completed) to the parties, parties’ advisers and/or and court or tribunal in connection with the same.

4.7.2 Where 4.7.1 (d) does not apply, Forms (whether blank, completed or partially completed) may only be so transmitted for internal use.

4.7.3 In the event that the Forms are withdrawn from the Service, all rights granted in these Terms and Conditions herein in respect of the Forms shall terminate forthwith.

4.8 Permitted Acts – Forms – storage

4.8.1 Subscriber may, during the term of this Agreement download and store any Form currently available on the Service in a storage device under the exclusive control of Subscriber in order to carry out the functions permitted by these Terms and Conditions;

4.8.2 Once completed or partially completed Subscriber may store such Forms in a Project Database and/or Retention Database but not, for the avoidance of doubt, a Know-How Database.

4.8.3 No Form stored pursuant to clause 4.8.1 or 4.8.2 above may be used as a precedent at any time and this clause 4.8.3 shall survive termination of this Agreement and/or any termination of the rights granted herein in respect of the Forms.

4.9 Restrictions – Forms only

4.9.1 Subscriber must not:

(a) other than provided for in clauses 4.7.1(b) and 4.7.1 (c) above, alter the Forms in anyway whatsoever;

(b) use out of date Forms: User should ensure that the Forms are the current versions thereof at the time of their use and is advised to check on the Land Registry's website (www.landregistry.gov.uk) that the Forms are still the current versions thereof;

(d) remove the Crown Copyright acknowledgement located on each Form;

(e) store any Form in precedent format or re-use any stored Form for such purpose; or

(f) other than provided for at clause 4.7.1(d), permit anyone not subject to the Terms and Conditions herein to use any Form (or any part thereof) from the Service whether in digital or printed format.

4.9.2 Subscriber must obtain any approval for the use or acceptance of the Forms required under the Land Charges Act and the Land Charges Rules and the Land Registration Acts and Land Registration Rules.

4.9.3 On withdrawal of Forms from the Service, Subscriber shall:

(a) no longer be authorised to complete any printed copies of the withdrawn Forms produced from the Service; and

(b) erase all withdrawn Forms and copies thereof (but not completed or partially completed Forms which may continue to be stored (but not used as precedents) in print or electronic form in accordance with Clauses 4.8.1 and 4.8.2).

4.9.4 On termination of this Agreement, Subscriber shall:

(a) no longer be authorised to access or use the Forms on the Service; and

(b) no longer be authorised to complete any printed copies of the Forms produced from the Service; and

(c) erase all Forms and copies thereof (but not completed or partially completed Forms which may continue to be stored (but not used as precedents) in print or electronic form in accordance with Clauses 4.8.1 and 4.8.2).

All Content

4.10 Restrictions – All Content

4.10.1 Except as expressly permitted by these Terms and Conditions herein (e.g. in relation to Work Product), or by applicable law, or with Supplier’s prior written permission, Subscriber may not do the following (nor may Subscriber permit a third party to do the same):

(a) copy, download, store, publish, transmit, transfer, sub-licence, distribute, sell or otherwise use the Content or any part of the Content in any form or by any means;

(b) re-use, reproduce, decompile, reverse engineer, disassemble, attempt to discern the source code of the Service or interfere in any way with the Content or any part of the Content;

(d) combine the whole or any part of the Content with any other software, data or material;

(e) create derivative works from the whole or any part of the Content; or

(f) sell, licence or distribute Content (or any parts thereof) to third parties or use Content as a component of or as a basis for any material offered for sale, licence or distribution.

4.10.2 Subscriber undertakes to use reasonable endeavours to ensure that the Service shall not be accessed or used by third parties other than those entitled to do so by virtue of the Terms and Conditions herein.

4.10.3 Subscriber shall use its reasonable endeavours to keep any Content stored (as permitted under the Terms and Conditions herein) secure and to prevent any third party duplicating or otherwise reproducing the same in whole or in part other than for the exercise of the rights granted by the Terms and Conditions herein, and shall use its reasonable endeavours to prevent whether by act or omission such duplication or reproduction except as permitted by the terms of the Terms and Conditions herein.

4.10.4 The Subscriber agrees to use any Crown Copyright material accessed or received via the Service in accordance with the Guidance Notes issued by the Director of the Office of Public Sector Information from time to time at www.opsi.gov.uk or notes of similar effect, and shall comply with the terms in such notes. Supplier expressly excludes liability for any breach whatsoever of the terms within such notes. The Subscriber also agrees to abide by the terms of the European Communities Copyright Notice, affixed to the European Commission's "Europa" website, which states that: “Reproduction is authorised, provided the source is acknowledged, save where otherwise stated. Where prior permission must be obtained for the reproduction or use of textual and multimedia information (sound, images, software, etc.), such permission shall cancel the above mentioned general permission and indicate clearly any restrictions on use”. Supplier expressly excludes liability for any breach whatsoever of the terms of the European Communities Copyright Notice.

4.10.5 All Trade Marks included within the Service, expressly including "Lawtel", are the property of Supplier, save those owned by third parties. Supplier reserves all rights in its Trade Marks.

5. CHARGES

5.1 The Subscriber shall pay charges for the provision of the Service as stated on the current order form.

5.2 All charges are payable from the Subscription Start Date. Subscription charges are invoiced and payable annually in advance. Other charges incurred under the subscription, such as access to Third Party Data where applicable, shall be invoiced separately.

5.3 The Subscriber will be responsible for all Internet connection charges and utility charges or related costs.

5.4 All invoices for the Service are payable by the Subscriber within thirty (30) days of the Invoice Date. If the Subscriber fails to pay any charges when due then Supplier shall be entitled at its discretion to levy interest on all outstanding amounts due at a rate of four per cent above National Westminster Bank Plc base rate calculated on a daily basis.

5.5 All charges are exclusive of Value Added Tax, which will be added to the Subscriber’s bill.

5.6 The parties agree to enter into good faith negotiations regarding the financial provisions of this Agreement, if either party deems there is a material change in Subscriber's organisational structure, including, but not limited to mergers, acquisitions, a significant increase in the number of lawyers at a location covered by this Agreement, divestitures or downsizing.

6. LIMITATION AND EXCLUSION OF LIABILITY

6.1 Whilst Supplier endeavours to ensure the accuracy of all Content contained in the Service, neither Supplier nor its agents nor its licensors make any representation or give any warranty, either express or implied, as to the accuracy or fitness for any purpose of any Content received by means of the Service.

6.2 Neither Supplier nor its agents nor its licensors shall have any liability whatsoever to the Subscriber or its User(s) or any third party for any direct, indirect or consequential loss or damage cost or expense suffered or incurred (whether arising in tort, contract or otherwise, and whether arising from the negligence of Supplier or its employees or agents or licensors and whether asserted against Supplier or against the Subscriber or its User(s) arising out of the use or supply of the Service or the Content) and all warranties express or implied which are inconsistent with this paragraph 6 are hereby expressly excluded.

6.3 The information provided to Subscriber by or in relation to the Service (including but not limited to the Content) constitutes general information about English law. Subscriber should neither act nor refrain from action, on the basis of such information. Nothing in the Service or the Content constitutes legal advice for any specific situation. Specifically, whilst content such as precedents and checklists & guides may be used as a guide for the drafting of legal documents for particular clients, no liability is accepted by Supplier or its licensors in relation to their use. Supplier disclaims all responsibility for all consequences of Subscribers acting on, or refraining from acting in reliance on, any of the information in the Service.

6.4 The Subscriber shall indemnify Supplier against all costs claims demands or expenses incurred by or made against Supplier as a result of any breach by the Subscriber and/or its User(s) of these Terms and Conditions.

6.5 Whilst all necessary steps will be taken as soon as is reasonably practicable to maintain the continuity of the Service, Supplier accepts no liability for suspension, interruption, temporary unavailability or fault occurring in the Service, howsoever caused.

6.6 Subscriber can access, via links from certain of the Services, external internet sites operated by others (“Third Party Sites”). Supplier does not endorse or control the Third Party Sites and does not accept responsibility for their content or for any damage or loss Subscriber may suffer arising out of Subscriber accessing the Third Party Sites. Subscriber should ensure that it reads all copyright and legal notices on each Third Party Site before using the material on them.

7. ASSIGNMENT

7.1 Neither this Agreement nor any part or portion may be assigned, sublicensed or otherwise transferred by Subscriber without Supplier's prior written consent, save where all or part of Subscriber's UK business is to be transferred to a limited liability partnership (“LLP”), in which event the LLP shall notify Supplier that the LLP intends to assume all of the obligations owed by Subscriber under this Agreement (the “Assumed Obligations”), and on the agreement of Supplier (not unreasonably withheld or delayed) the LLP shall become the Subscriber and shall be responsible for the Assumed Obligations instead of the original Subscriber and is deemed always to have been responsible for the Assumed Obligations.

7.2 Supplier may without the prior written consent of Subscriber assign any benefit or transfer, delegate or sub-contract any of their duties and obligations under this Agreement to any company which is an Affiliate of Supplier.

7.3 Supplier may with the prior written consent of Subscriber, which shall not unreasonably be withheld, assign any benefit or transfer, delegate or sub-contract any of their duties and obligations under this Agreement to any company other than an Affiliate of Supplier.

8. FORCE MAJEURE

Supplier shall be under no liability for any failure, delay or omission on its part if the same arises from any cause beyond Supplier's reasonable control including (but not limited to) Acts of God, acts or regulations of government or other authorities, war, fire, strikes or other industrial disputes, power failure, failure of telecommunication lines connections or equipment, or failure or defects in any hardware or software owned or supplied by third parties.

9. SERVICE OF NOTICE

Except as otherwise provided for in the Terms and Conditions herein, any notice to be given to either party by the other shall be in writing and delivered by hand or pre-paid post to the parties at one of the following addresses: To Supplier: Thomson Reuters (Professional) UK Limited (Sweet & Maxwell), 100 Avenue Road, London, NW3 3PF. To the Subscriber: at the address at which the Service is provided or the address of the Subscriber shown on the Subscriber’s last invoice or any address subsequently notified in writing by the Subscriber to Supplier.

10. APPLICABLE LAW

Any dispute arising between the parties under or in connection with this Agreement shall be construed in accordance with the laws of England and shall be subject to the non-exclusive jurisdiction of the English courts.

11. ENTIRE AGREEMENT

This Agreement together with the order form supersedes any arrangements or agreements made between the parties prior to the signing of this Agreement and constitutes the entire understanding between the parties hereto.

12. VARIATIONS

Supplier may vary or amend the Terms and Conditions herein by giving the Subscriber written or online notice, including email or other electronic communications, thereof at any time.

13. MISCELLANEOUS

13.1 Where the Subscriber is a body other than an individual the person signing or otherwise concluding this Agreement represents that s/he is authorised by the Subscriber to sign it for and on behalf of the Subscriber and to bind the Subscriber thereby.

13.2 Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby.

13.3 Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

Lawtel Terms & Conditions (v.6 21.12.2010)