2015 Client Intelligence Report - Terms & Conditions
These are the Terms and Conditions on which the Client is buying access to the Client Intelligence Report 2015 (the ‘Research’) carried out by Legalease (Legalese Ltd, 188 Fleet Street, London EC4A 2AG).
- Legalease retains full ownership and intellectual property rights in all techniques, models, processes, tools, methodologies and know-how, (including without limitation all databases, computer programs and software, processes, formulae, tools, models, algorithms and products, proposals survey questionnaires, data files and other forms used in the fieldwork) that are used, created or developed in connection with the Research.
- The Client may be supplied with normative data to assist with their interpretation of the Research. Legalease retains full intellectual property rights over such data which may not be passed on to any third parties.
- Neither the Client nor Legalease shall have the right to use the other’s trade marks without prior written consent, except for the purposes of Legalease's marketing purposes or promotional materials, including on Legalease's website.
- If the Client or its agents wish to publish all or part of the Research including, without limitation, in advertising, marketing or promotional materials, press releases or press conferences, it must obtain the prior written consent of Legalease (with Legalease having an unfettered discretion on whether or not to grant such written consent). Subject to the obtaining of such prior written consent, the Client must ensure that Legalease is credited for all published Research (the wording of such credit being approved in advance, in writing, by Legalease).
- Legalease has the right to disseminate the Research to other parties (for payment or not for payment).
USE OF THE RESEARCH
- The Client shall be allowed online access (only) to the Research data with such access being restricted to the Permitted Users previously agreed with Legalease. Such access shall be by way of Password and the Client will ensure that the Password is not disclosed to any unauthorised individual (whether internal to the Client or external).
- The Client can copy the Research data from Legalease’s website and save it in any format to it’s own electronic storage systems. However, such Research data must not then be copied or disseminated other than to the Permitted Users previously agreed with Legalease.
- The Client shall indemnify and hold harmless Legalease, its employees, officers, directors and agents from and against any and all loss, claim or liability, including without limitation reasonable legal fees and costs, that may arise in connection with (i) the Client's wrongful disclosure of the Research to any third party, (ii) the wrongful use of the Research in the public domain by the Client or any third party to whom the Client has disclosed the Research, (iii) the wrongful copying or dissemination of Research data other than to the Permitted Users previously agreed with Legalease.
- Legalease will use reasonable skill and care to ensure the accuracy of its reports, models and other presentations of Research. However, because of the nature of the services provided to the Client, Legalease does not warrant the accuracy of the Research or the data provided to the Client. In addition, Legalease will not be responsible for its failure to provide the Research due to circumstances beyond its control.
- The Client acknowledges that it has entered into this Sales Agreement in reliance only on the representations, warranties promises and terms contained in the Sales Agreement and, save as expressly set out in the Sales Agreement, Legalease shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Sales Agreement unless it was made fraudulently.
- Except as expressly provided in these Terms and Conditions and to the fullest extent permitted by law, Legalease hereby disclaims all warranties, conditions or other terms implied by statute or common law with respect to the Research and the Research data, including but not limited to any implied warranty of fitness for purpose.
- Legalease excludes any liability of loss of contract, loss of profit, loss of revenue and loss of business, whether direct or indirect, and any incidental, indirect, exemplary, special or consequential loss or damage of any kind whatsoever arising out of or in connection with the contract whether or not such party was advised of the possibility of such damage and whether based in breach of contract, tort or any other theory at law or in equity.
- The maximum liability of Legalease for any breach of these Terms and Conditions shall be limited to the amount of fees received by it in relation to the research which is the subject of the claim.
- No express or implied term of this agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act of 1999 by any person who is not a party to it. For the avoidance of doubt, the Client shall have not right of action against any third party used by Legalease.
- To the extent that any provision of this Sales Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these T&Cs, it shall not affect the enforceability of the remainder of these T&Cs nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction. If a court or other decision-maker should determine that any provisions of this Sales Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.
- For the purposes of the sections of this Sales Agreement headed ‘INDEMNIFCIATION’ and ‘LIABILITY’ the term ‘Legalease’ shall extend to include any contractor or third party who has provided information on a confidential basis as part of the Research or who has been used by Legalease for the preparation, researching, processing, analysing, hosting, displaying or publication of the Research, to the intent that such contractor or third party shall not be liable to the Client other than as set out therein.
- This Agreement together with any documents annexed hereto or referred to herein sets out the entire agreement and understanding between the parties and supersedes all prior agreements, understandings or arrangements (whether oral or written) in respect of the subject matter of this Agreement and shall not be modified except in a writing signed by both parties.
- These Terms and Conditions shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the courts of England.