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"Access Details" means the password and/or user name to enable Users to access the Service.
"Access Period" means the period during which Single Access Pass Customers are entitled to access the Service in accordance with these Terms and Conditions, as specified on the Website at the time of order or on an applicable order form.
"Charges" means the fees payable by a Customer for the Service and/or Events in accordance with Clause 7 below.
"Company Access Code" means the code provided by the Supplier to Subscribers which allows Users to access the Service.
"Content" means any content made available to Users from time to time through the Website and includes, but is not limited to, live or recorded online seminars, in audio, video or any other format, Tests, news articles, discussion and opinion videos.
"CPD Hours" means the number of hours assigned to a particular piece of Content available on the Service, which may then be claimed by Users from the appropriate regulatory body as set out in Clause 6 below.
"Customer" means any person who has purchased a Subscription or Single Access Pass.
"Content Pass" means a subscription to access all Content for the Subscription Period in accordance with these terms.
"Event" means an event hosted by Supplier, including but not limited to conferences, seminars, workshops and networking events.
"Sector Pass" and "Practice Area Pass" means a pass to access a specified sub-section of the Content for the Subscription Period in accordance with these terms, as indicated on the Order Form.
"Initial Subscription Period" means the subscription period immediately following the Subscription Start Date which shall be specified at the time of order.
"Order Form" means any order form for the supply of the Service to Customer.
"Prepaid Seat" means a prepaid place for one User to participate in an Event held during the Subscription Period.
"Renewal Period" means each successive 12 month period following the expiry of the Initial Subscription Period.
"Service" means the provision of access to Content on the Website by virtue of a Subscription or Single Access Pass.
"Single Access Pass" means access for one User to view specified items from the Content, as specified in clause 2 below.
"Subscriber" means a Customer who has purchased a Subscription.
"Subscription" means a subscription to access the Service and to view Content in accordance with these terms, whether the Initial Subscription Period or a Renewal Period, and may comprise a Content Pass, a Sector Pass and/or a Practice Area Pass as specified on the Order Form.
"Subscription Administrator" means the individual nominated by the Customer at the time of order who has responsibility for the management of the Subscription and access to the Service by Users and who will be able to access records showing access to the Content and Test completion by Users.
"Subscription Start Date" means (a) for Subscribers the date on which the Company Access Code is provided to Subscriber by Supplier, and (b) for Single Access Pass Customers the date on which access to the Content is given.
"Subscription Period" means a period during which a Subscriber is entitled to access the Service, whether the Initial Subscription Period or a Renewal Period.
"Supplier" means Thomson Reuters (Professional) UK Limited – Legal Business (Company No. 1679046) Registered in England and Wales, Registered office: 5 Canada Square, Canary Wharf, London E14 5AQ.
"Test" means the multiple choice tests made available to Users as part of the Service.
"User" means an employee or member of Customer's organisation entitled to access the Service in accordance with these Terms and Conditions.
"Website" means www.legalpd.com.
2. Access to Service – Single Access Pass
(1) Subject to these Terms and Conditions and upon payment of the relevant Charges, where a Customer has purchased a Single Access Pass, the Supplier shall provide one User with access to the specified Content via the Service for the Access Period, which shall commence from:
(a) in the case of Content available at the time of order, on acceptance of the order by Supplier, or
(b) in the case of Content scheduled to be made available on the Website following the acceptance of the order, the date on which the Content is made available.
(2) Single Access Pass Customers may, during the Access Period, permit one User to access and view the Specified Content and/or use any other functionality offered, and to access any other content or functionality that Supplier, in Supplier's sole discretion, may offer.
(3) When placing an order for a Single Access Pass, a Customer will be required to register to the Service and provide Access Details. Customer shall not disclose the Access Details to any other person under any circumstances whatsoever, and it is the responsibility of Customer to ensure the confidentiality of the Access Details and to notify Supplier immediately on becoming aware of any unauthorised use thereof.
(4) Supplier may suspend or terminate access to the Service without notice if:
(a) any Charges or other payment due hereunder are unpaid for more than fourteen days after becoming due;
(b) Customer 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.
(5) Customers who have purchased a Single Access Pass may cancel an order for Content not yet available by notifying Supplier by email to email@example.com, such notice to be received by Supplier at least 7 days before the scheduled broadcast date of such Content. For the avoidance of doubt, cancellations will not be permitted where Customer has placed an order to view live Content within 7 days of the scheduled broadcast date, or if Customer has placed an order to view Content which is already published on the Website.
(6) Subject to Customer complying with Clause 2(5) above, Customer will not be charged for the order or will be credited the price on the invoice (where Customer has already paid) and Supplier will charge a £50 administration fee (exclusive of VAT at the prevailing rate).
(1) Subject to these Terms and Conditions, the Supplier shall provide Subscriber with access to the Service for the number of Users specified at the time of order, as set out in this Clause 3.
(2) Users will be able to access the Content specified at the time of Order for the Subscription Period.
(3) Subscriber shall provide details of the Subscription Administrator. It is Subscriber’s responsibility to notify the Supplier if the Subscription Administrator is no longer an employee or member of the Subscriber's organisation.
(4) The Subscription Administrator shall supply names and other requested details for all Users. The Supplier shall provide Access Details to each User to enable them to access the Service. Where incomplete and/or inaccurate User Details/Access Details (as the case may be) are provided by the Subscriber, the Supplier shall not be liable for any delay or failure to set up access to any Service for any or all of the Users.
(5) Upon acceptance of a Subscriber's order, the Supplier will, as soon as reasonably practicable, send the Subscription Administrator the Company Access Code by email. It is the Customer's responsibility to distribute the Company Access Code amongst Users, who may use the Company Access Code to register with the Supplier to access the Service by setting up their Access Details on the Website. The Customer shall not disclose the Company Access Code or their Access Details to any other person under any circumstances whatsoever, and it is the responsibility of Customer to ensure the confidentiality of the Company Access Code and Access Details and to notify the Supplier immediately on becoming aware of any unauthorised use thereof.
(6) Subscriber is responsible for notifying Supplier of Users from whom access is to be revoked; for authorised substitution of Users; and amendment of Access Details by email to firstname.lastname@example.org. Liability arising from a failure of Subscriber to notify Supplier of such amendments shall be Subscriber's until such notification has been received by Supplier.
(7) Subscribers may purchase access for additional Users at any point during the Subscription Period, which shall be subject to additional Charges as set out on the Website or otherwise agreed with Supplier.
(1) Subscribers may purchase Prepaid Seats at the time of order or on renewal of a Subscription. Prepaid Seats can be redeemed at by entering the Company Access Code the time of registering for an Event. All Prepaid Seats purchased in respect of a Subscription Period must be used within that Subscription Period and any Prepaid Seats that remain unused at the end of a Subscription Period will expire. There will be no refunds made by Supplier to Subscribers in respect of unused Prepaid Seats and Prepaid Seats may not be carried forward for use in any subsequent Renewal Period.
(2) If any Charges are outstanding on the date of the Event, Supplier may (at its sole discretion) require such payment as a condition of entry to the Event. No refunds of any proportion of Charges already paid (if any) will be made and the balance will remain due and payable where entry to an Event is refused under this Clause 4(2).
(3) Prices for each Event, where applicable, are correct at the time of publication. Supplier reserves the right to change the prices at any time but changes will not affect Prepaid Seats already purchased.
(4) Customer may cancel a delegate’s registration for an Event and, provided that Customer notifies Supplier by email to email@example.com at least fourteen days prior to the Event, the Prepaid Seat shall be considered not to have been redeemed. No such allowance shall be made where Customer provides less than fourteen day’s notice; however Customer may substitute delegates in accordance with clause 4(5) below.
(5) Customer may substitute delegates registered for a particular Event with other employees or members of Customer's organisation. Substitutions must be emailed to firstname.lastname@example.org prior to the date of the Event.
(6) Supplier may (at its sole discretion) change the format, speakers, participants, content, venue location and programme or any other aspect of the Event at any time and for any reason.
(7) Supplier may (at its sole discretion) change the date or cancel an Event at any time for any reason. Where Supplier changes the date (except in circumstances beyond Supplier’s control as set out in Clause 13(8) below) Supplier shall offer Customer the option of attending any rearranged Event that Supplier chooses to organise (acting in its sole discretion). If either (a) Customer promptly notifies Supplier by email to email@example.com before the rearranged Event that Customer does not wish to attend or (b) Supplier elects not to rearrange the Event, the Prepaid Seat redeemed in respect of such Event will be credited to Customer’s account. In circumstances where the Event is not rescheduled within the current Subscription Period, Supplier shall refund Customer the price of the Pre-paid Seat on a pro-rata basis.
(8) Supplier may (at its sole discretion) refuse admission to, or eject from an Event, any person in its absolute discretion, including (without limitation) any person who fails to comply with these Terms and Conditions or who in the opinion of Supplier represents a security risk, nuisance or annoyance to the running of the Event. Customer agrees to comply with all reasonable instructions issued by Supplier or the venue owners at the Event.
(9) All unauthorised photography and the recording or transmitting of audio or visual material is expressly prohibited. Customer consents to filming and sound recording and photography of the Event as a delegate and to the use by Supplier of any such recording or photography anywhere in the world for promotional, marketing and other purposes.
5. Changes to the Service
(1) Supplier reserves the right to make changes to Service in Supplier's sole discretion, including but not limited to the substitution of advertised speakers, the removal of Content and changes to the advertised dates, topics and times of particular Content. Subscribers will not be entitled to cancel their order or to any refunds where such changes are made to Content.
(2) Single Access Pass Customers shall have a right to cancel their order in the following circumstances:
(a) Where Supplier substitutes the topic of a forthcoming piece of Content, Customers may cancel their order if they do not wish to view the Content as substituted, provided that they send this request to Supplier by email to firstname.lastname@example.org at least 24 hours prior to the advertised publication date of the Content, in which case Customer will not be charged or will be credited the price on the invoice (where Customer has already paid). There will be no right to any refund or cancellation where Supplier has substituted a speaker.
(b) Where Content is removed from the Service, Single Access Pass Customers may cancel their order if they have not already completed the Test associated with such Content, provided that they send this request to Supplier by email to email@example.com during the Access Period, in which case Customer will not be charged or will be credited the price on the invoice (where Customer has already paid).
(c) Supplier will make all reasonable efforts to ensure that Content due to be broadcast live takes place on the advertised date and time. In the event that such Content does not take place at the advertised date and time it will be held at an alternative date/time at Supplier's sole discretion. Customers who have purchased a Single Access Pass may cancel their order if they do not wish to view the rescheduled Content, provided that they send this request to Supplier by email to firstname.lastname@example.org within 48 hours of the notification by Supplier of the new live broadcast date. Customer will not be charged or will be credited the price on the invoice (where Customer has already paid).
(3) Supplier reserves the right without notice to alter the arrangements for access to the Service.
(4) Supplier may suspend or restrict access to the Service at any time to allow Supplier or its suppliers to carry out essential updating, maintenance and repairs of the Service.
6. Continuing Professional Development
(1) Supplier is authorised by the Solicitors Regulation Authority (SRA), the Association of Personal Injury Lawyers (APIL) and the Bar Standards Board to provide Continuing Professional Development and Users can claim CPD Hours in respect of certain content as set out on the Website.
(2) Completion of a Test by a User is taken to constitute a representation by the User that the User has personally viewed or listened to the relevant Content and undertaken the work required for the purposes of completing the Test.
(3) It is the sole responsibility of Users to ensure that they comply with the requirements of the relevant regulatory body in recording and claiming CPD hours.
7. Charges and Payment
(1) The Charges payable shall be as set out on the Order Form, Website or as otherwise agreed in writing by the parties, as the case may be.
(2) Where Customer does not pay the Charges in full at the time of placing an order Supplier will send an invoice or a request for payment to Customer upon acceptance of Customer's order.
(3) The Customer shall pay the Charges and any additional sums which are agreed between the Supplier and the Customer in full in cash or cleared funds within thirty (30) days of the date of invoice, or immediately upon receipt of a request for payment, as the case may be. Unless otherwise stated, all Charges made are exclusive of any applicable value added tax levied at the prevailing rate from time to time.
(4) Where the Customer intends to pay the Charges by debit or credit card, the Customer hereby authorises the Supplier to debit the said card with the sums due.
(5) Accounts are by application to the Supplier, and are at the Supplier's sole discretion.
(6) All Telecoms charges incurred in the use of the Service are the responsibility of Customer.
8. Term and Termination of Subscriptions
(1) Subscriptions will commence on the Subscription Start Date and shall continue for the Initial Subscription Period and shall then renew for successive Renewal Periods until termination takes place in accordance with the provisions set out in clauses 8(3) or 8(4) below.
(2) Prior to the expiry of the current Subscription Period, Supplier will send Subscribers an invoice in respect of Charges payable for the next Subscription Period. If Subscriber wishes to amend the number Users or Prepaid Seats, or to terminate their Subscription with effect from the expiry of current Subscription Period, Subscriber must inform Supplier within 30 days of the invoice date by email to email@example.com, otherwise the Subscriber will be deemed to have agreed to pay the Charges in respect of the next Subscription Period in full.
(3) A Subscription may be terminated by either party where:
(a) the other commits a material breach of these Terms and Conditions, provided that where the breach is capable of being remedied, then the defaulting party shall have failed to remedy the same within 30 days of receiving notice specifying the breach and requiring its remedy; or
(b) by written notice to the other of not less than 30 days prior to, but not taking effect until, the expiry of the Initial Subscription Period or current Renewal Period.
(4) If at any time Supplier for any reason decides to cease general provision of the Service, Supplier may cancel that Service by providing not less than ninety (90) days' written notice to Subscriber and shall refund any pre-paid Charges in respect of the Service for the period following termination to the expiry of the current Subscription Period on a pro-rata basis.
(1) All rights, title and interest in the Website, Content, audio and visual recordings and transcripts in all languages, formats and media throughout the World, including all copyrights, are and will continue to be the property of Supplier or its licensors, as the case may be.
(2) Customer shall promptly inform Supplier if Customer becomes aware of any unauthorised use of the Service and/or the Content, any actual, threatened, or suspected infringement of any intellectual property of Supplier or its licensors which comes to Customer's notice, and any claim by any third party coming to its notice that the Service and/or the Content infringes the intellectual property or other rights of any other person.
10. Downloadable Content
(1) Certain pieces of Content (which includes but is not limited to transcripts and audio files) may be made available for download from the Service by Users ("Downloadable Content"). Users may only download and use Downloadable Content in accordance with this Agreement.
(2) User may:
(a) download the Downloadable Content to any device including a mobile under the exclusive control of User.
(b) download the Downloadable Content to a storage device under the exclusive control of User and store the same in order to view or listen to the Downloadable Content.
(3) The Downloadable Content may not be stored in any form of know-how or retention database.
(4) Except as expressly permitted by this Agreement or by applicable law, or with Supplier's prior written permission, User may not do the following (nor may User permit a third party to do the same):
(a) copy, download, store, publish, transmit, transfer, sub-licence, distribute, sell or otherwise use any Content in any form or by any means;
(b) re-use, reproduce, decompile, reverse engineer, disassemble, or interfere in any way with any Content;
(c) modify or make any alterations, additions or amendments to any Content;
(d) create derivative works from any Content; or
(e) sell, licence or distribute any Content to third parties or use any Content as a component of or as a basis for any material offered for sale, licence or distribution.
(5) User shall use its reasonable endeavours to keep any Downloadable Content stored (as permitted under this Agreement) 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 this Agreement, and shall use its reasonable endeavours to prevent whether by act or omission such duplication or reproduction except as permitted by the terms of this Agreement.
(6) User shall not do or omit to do or authorise any other person to do or omit to do any act which:
(a) would or might invalidate or be inconsistent with any intellectual property of Supplier, its affiliates and/or its licensors; or
(b) would be in breach of or otherwise inconsistent with the moral rights of the authors of any Content.
(7) User shall not delete erase remove deface or cover any trademark, service mark, trade names, numbers, copyright or other proprietary notices, guarantee, designation of origin, means of identification, disclaimer or other statement used in on or connection with any Content, nor shall User authorise another person to do so.
(8) User shall promptly inform Supplier if User becomes aware of:
(a) any unauthorised use of any Content;
(b) any actual, threatened, or suspected infringement of any intellectual property of Supplier, its Affiliates and/or its Licensors in any Content which comes to User's notice, and
(c) any claim by any third party coming to its notice that any Content infringes the intellectual property or other rights of any other person.
(9) User shall at the request and expense of Supplier do all such things as may be reasonably required to assist Supplier in taking or resisting proceedings in relation to any infringement or claim referred to in this clause and in maintaining the validity and enforceability of the intellectual property of Supplier and/or Licensors' in any Content.
11. Disclaimer of Warranties and Limitation of Liability
(1) Except as specifically provided in these Terms and Conditions, the Service is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties of performance, fitness for a particular purpose, accuracy, omissions, completeness, currentness and delays. It is the responsibility of Customer and/or Users to ensure that content is relevant for their training needs and/or CPD requirements.
(2) To the fullest extent permitted by the applicable law, Supplier shall not be liable for any loss, delay, damage or other liability incurred resulting from or arising in connection with the cancellation or date change of an Event howsoever arising or any venue change. Customer acknowledges and agrees that the provisions of clause 4 set out Customer’s sole remedy should the Event date be changed or cancelled and all other liability of Supplier is expressly excluded.
(3) Some systems/software may not be capable of supporting the Service and Customer acknowledges (a) that it has made appropriate investigations into the necessary systems/software required to support Customer's use of the Service and (b) that performance of the Service may vary with equipment and telecommunications links with which it is used. Supplier is not liable if Customer cannot view the Content due to firewalls, other hardware or software issues, or failure of any software and/or technology used by Customer. Supplier provides free of charge demonstration Content on the Website, and it is Customer's responsibility to check that the technology used by the Service works on Customer's systems.
(4) Supplier shall not be liable in contract, tort, delict or otherwise for any loss of whatsoever kind howsoever arising suffered in connection with the Service or Event (whether or not caused by the negligence of Supplier).
(5) Supplier shall not be liable in contract, tort, delict or otherwise for any loss of revenue business, anticipated savings or profits, loss of goodwill or data or for any indirect or consequential loss whatsoever, howsoever arising suffered in connection with the Service or Event (whether or not caused by the negligence of Supplier).
(6) Customer shall accept sole responsibility for the use of the Service by any User and Customer shall hold Supplier harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.
(7) Customer's exclusive remedy and Supplier's entire liability if any, for any claim(s) for damages relating to the Service made against it, whether based in contract or negligence, shall be limited to the Charges paid by Customer in respect of the Service and/or Event which is the basis of the claim(s) during the 12 month period preceding the event giving rise to such claim.
(8) None of these Terms and Conditions shall operate to exclude or restrict liability for fraud or for death or personal injury resulting from the negligence of Supplier or the appointed agents or employees of Supplier whilst acting in the course of their employment.
(9) Except for claims relating to the Charges or improper use of the Service, no claim regardless of form which in any way arises out of these Terms and Conditions, an Event, the use of, or inability to use, the Service, or Content may be made, nor action based upon such claim brought, by either party more than one year after the basis for the claim becomes known to the party desiring to assert it.
12. Data Protection
(1) Supplier is a registered data controller under number Z7602050. Customer and User information will be added to our marketing database and will not be given to third parties without prior consent. The information will be used to send relevant marketing and informational material on our products and services. If Customer or Users do not wish to receive information about products and services or for a detailed privacy statement or correction of information the Customer and/or User should write to Marketing Information, Friars House, 160 Blackfriars Road, London SE1 8EZ or call 0207 542 6664.
(2) Supplier warrants that any personal data collected by Supplier will be kept confidential and used only for the purposes of providing the Service and in accordance with any marketing consents given in relation to the Service and that Supplier will process any such personal data in accordance with the provisions of the Data Protection Act 1998.
(3) Supplier warrants that it has in place appropriate technological and organisational measures to protect against unauthorised or unlawful processing, and accidental loss, destruction or damage to Customer's personal data collected by Supplier in the provision of the Service.
(4) Customer agrees that Supplier may monitor and record details of Customer's and Users' use of the Service, including but not limited to the number of computers and IP addresses accessing the Service and details of Tests completed by Users, and use such details for the purpose of reporting to accrediting bodies and for general management of the Service including but not limited to setting prices.
(1) All rights to access and use the Service granted to Customer or restrictions imposed on Customer shall be exercisable or observed (as the case may be) by Users. It shall be the responsibility of Customer to ensure that Users act in accordance with such requirements.
(2) Neither party may assign or otherwise transfer any rights or obligations under these Terms and Conditions without the prior written consent of the other, except that Supplier may assign rights and obligations to any company which is an Associated Company of Thomson Reuters. For the purposes of these Terms and Conditions "Associated Company" shall have the meaning attributed to that term in section 449 of the Corporation Tax Act 2010, as amended.
(3) Except as otherwise provided, all notices must be given in writing to the Supplier at: Practical Law Online Learning & Conferences, 160 Blackfriars Road, London SE1 8EZ or emailed to firstname.lastname@example.org and to the Customer at the address provided when placing their order.
(4) These Terms and Conditions will be governed by English Law and the English courts will have exclusive jurisdiction over any disputes arising under them.
(5) Where Customer is a body other than an individual the person signing or otherwise placing an order represents that he or she is authorised by Customer to sign it for and on behalf of Customer and to bind Customer.
(6) Should any provision of these Terms and Conditions 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.
(7) Failure of any party to enforce any provision of these Terms and Conditions will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
(8) Supplier shall not be responsible for any delay or failure to fulfil any of its obligations under these Terms and Conditions nor be liable for any loss or damage suffered or incurred by Customer by any Act of God, war, government or parliamentary restriction, import or export regulation, strike, lock out, trade dispute, fire, theft, flooding, breakdown of plant or premises, late or non delivery of any supplies or any other cause whatsoever beyond the control of Supplier.
(9) No person other than Supplier and Customer shall have the right (whether under the Contracts (Rights of Third Parties) Act 1999) or otherwise) to enforce these Terms and Conditions without the prior written agreement of Customer and Supplier.
(10) The headings and captions contained in these Terms and Conditions are inserted for convenience only and do not constitute a part of the Terms and Conditions.
Practical Law Online Learning & Conferences Terms and Conditions (v.2) 08.06.15