1.1 The following definitions and rules of interpretation apply in these terms and conditions (“Conditions”):
“Authorised User(s)” means the individual(s) identified by the Customer in the Order who is/are to be given access to the Service;
“Contract” means the contract on these Conditions formed by the Customer’s placing of an Order for the Service and the issue by Law-Now of an Order Confirmation;
“Customer” means the person, firm or company which purchases the Service;
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Law-Now” means Law-Now Limited a company with registered number 02034827 whose registered address is Cannon Place, 78 Cannon Street, London EC4N 6AF;
“Order” means the online order for the Service placed by the Customer on Law-Now’s website;
“Order Confirmation” means the email from Law-Now confirming acceptance of the Customer’s Order;
“Price” means the price for the Service as specified in the Order;
“Service” means the provision by Law-Now through its website of access to specified e-learning modules and associated materials, as detailed in the Order Confirmation to Authorised Users;
“Term” means the period of one calendar year from first access to the Service by an Authorised User, but may be shorter if this Contract is terminated under condition 7;
1.2 Headings in these Conditions shall not affect their interpretation.
2. Formation of the Contract and Cancellation
2.1 The Customer will receive an order acknowledgement from Law-Now by email after placing its Order through the website – this does not conclude the Contract but allows the Customer to check that the Order details are correct. The Contract is concluded when the Customer receives an Order Confirmation by email from Law-Now.
2.2 The Customer may cancel the Contract at any time before the first Authorised User has accessed the Service. After the first Authorised User has accessed the Service, the right to cancel will end. If the Customer wishes to exercise its right to cancel the Contract, it should notify Law-Now in writing either via post or email. Law-Now will then arrange a refund of the Price less a £10 administration fee.
3. Licence to use the Service
3.1 In return for payment of the Price by the Customer, Law-Now agrees to provide online access to the Service to each Authorised User for the Term.
3.2 Law-Now will provide log in details to enable the Authorised User(s) to access the Service from any web-enabled device. Law-Now is not responsible for providing the equipment necessary to access the Service. Law-Now cannot guarantee that the Service will work across all web-enabled devices and advises Customers to refer to the technical specifications on the website for compatibility information.
4. Customer’s obligations
4.1 The Customer is responsible (at its own cost) for providing the equipment necessary for its Authorised Users to access the Service.
4.2 The Service is for the individual use of the Authorised Users only for the Customer’s internal business purposes. The Customer shall not allow any other person to use the Service and shall not, and shall ensure that Authorised Users do not, share with any other person the user name and password allocated to them by Law-Now for access to the Service.
5. Charges and payment
5.1 The Customer shall pay the Price to Law-Now in full before access is given to the Service. Prices are quoted inclusive of VAT (unless stated otherwise).
6. Intellectual property rights
6.1 The Customer acknowledges that all Intellectual Property Rights in the Service are the property of Law-Now and its licensors. Law-Now grants a non-exclusive, non-transferable license of such rights to the Customer, subject to the Conditions, solely to the extent necessary to enable the Authorised Users to use the Service in the manner described in these Conditions. If the Contract terminates, this licence shall automatically terminate.
6.2 Nothing in this Contract grants the Customer or the Authorised Users any rights whatsoever in or relating to the source code of the Software used to access the Service.
6.3 Each Authorised User may print out one copy or download extracts of the module materials for personal use. The Customer shall not and shall ensure that Authorised Users do not copy or modify the paper or digital copies of any materials printed off or downloaded in any way or use any illustrations, photographs, video or audio sequences or any graphics for any other purpose. Save as set out in this Clause 5.3, the Customer and the Authorised Users shall not have any right to copy or adapt the Service.
6.4 The Customer shall not sell, sub-licence, broadcast, transmit, the Service or grant any rights in the Service to any third party without written permission of Law-Now.
7. Warranty and limitation of liability
7.1 Law-Now warrants that the Service will be provided using reasonable skill and care. If any Authorised Users are unable to access the Service, Law-Now will endeavour to fix the problem and if it is unable to do so, will refund a proportionate part of the Price.
7.2 Law-Now will use reasonable endeavours to ensure that the information contained in the Service is accurate and up to date to the date specified in the module. However, the Customer acknowledges that the Service is not intended to constitute legal or other professional advice for any specific situation and should not be relied on as such.
7.3 This condition 7 sets out the entire financial liability of Law-Now to the Customer in respect of:
7.3.1 any breach of this Contract;
7.3.2 use made by the Customer of the Service; and
7.3.3 any representation, statement or tortious act or omission (including negligence) arising in connection with the Contract.
7.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.5 Nothing in these Conditions limits or excludes the liability of Law-Now for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Law-Now on which the Customer can show it, relied.
7.6 Subject to condition 7.5:
7.6.1 Law-Now shall not be liable for any loss of sales, profit, business, revenue, or opportunity, whether direct or indirect and whether or not reasonably foreseeable by the parties when the Contract was made; and
7.6.2 Law-Now’s total liability to the Customer in connection with this Contract for any damage to physical property or claims for direct financial loss not excluded above whether in contract, tort, misrepresentation, restitution or otherwise shall not exceed a sum equal to the Price.
7.6.3 The Customer acknowledges and agrees that these limitations of liability are reasonable and have been taken into account in the Price.
8.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Contract without liability to the other if:
8.1.1 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
8.1.2 the other party becomes insolvent (or similar) or there is reason to believe that it may become insolvent (or similar).
8.2 Termination of the Contract shall not affect or prejudice any accrued rights of the parties as at termination, or the continuation of conditions 5 and 6 which shall survive termination.
9. Force majeure
Law-Now shall have no liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) industrial disputes, failure of a utility service or transport network, act of God, war, riot, compliance with any law or governmental order, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.1 A waiver of any right under the Contract is only effective if it is in writing. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that right or remedy.
10.2 If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
10.3 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
10.4 These Conditions shall prevail over any inconsistent terms or conditions contained, or referred to, in any purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law or course of dealing.
10.5 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract, as provided in the Contract).
10.6 The Customer shall not, without the prior written consent of Law-Now, assign, transfer, charge, subcontract or deal in any other manner with all or any of his or her rights or obligations under the Contract, provided always that such consent shall not be unreasonably withheld or delayed. Law-Now may assign its rights in the Contract but this will not affect the Customer’s rights.
10.7 Any dispute or claim in connection with the Contract or its subject matter (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit irrevocably to the exclusive jurisdiction of the English courts for the resolution of disputes or claims.
11. Contacting Law-Now
11.1 The Customer may contact Law-Now through the Customer Service page of Law-Now’s website, using the telephone number or email addresses given on that page or by mail at the address given above.
11.2 Law-Now may contact the Customer using the telephone number, email or postal addresses given in the Order.
11.3 Any formal communication under the Contract shall be sent by email or post.