TERMS OF TRADING ("TERMS")

1. DEFINITIONS
1.1 Supplier means Thomson Legal & Regulatory Limited (Company Number 1679046). Registered Office: 100 Avenue Road, London NW3 3PF trading as Sweet & Maxwell, W. Green, Thomson Round Hall, Lawtel, Westlaw UK and Incomes Data Services (IDS), CV Mail and Legal Hub.
1.2 Customer means any person, firm, company or unincorporated association which orders, buys or licences Goods from Supplier.
1.3 Customer Services means customer services at Sweet & Maxwell, PO Box 1000, Andover, SP10 9AF.
1.4 Contract means an individual legally binding contract between Supplier and Customer (which is subject to these Terms) created when an Order placed by Customer is accepted by Supplier according to these Terms.
1.5 Delivery Charges means charges to Customer for delivery and handling of Goods as specified from time to time on Supplier’s website unless specified otherwise in which case the latter shall prevail.
1.6 Goods means the goods (including but not limited to print, disk and CD products and updating materials for Print/CD Subscription Products and/or, services (including but not limited to online, information, advisory, consultancy, conference, training or other services)) which are the subject of the Contract and any instalment thereof.
1.7 Order means any order placed by Customer for supply of Goods by Supplier to Customer (including a Standing Order and an order placed through Supplier’s website).
1.8 Payment Due Date means the date shown on Supplier’s invoice as the due date for payment.
1.9 Price is defined in clause 5.1.
1.10 Print/CD Subscription Product means “Annual Subscription”, “Anytime Start Subscription” and “Charge by Release Service” as defined in clause 6.3.
1.11 Standing Order means a Contract either to purchase (a) all supplements to an edition of a book; (b) all new editions of a book; (c) all new editions of a book and all supplements thereto; or (d) bound volumes to a journal subscription, each being subject to separate written documentation with Customer. Customer may terminate a Standing Order at any time by written notice to Customer Services.
1.12 Total Price means the amount to be paid by Customer to Supplier for Goods as specified on the Supplier’s invoice which constitutes the Price (inclusive of any applicable value added tax) less any agreed discounts, plus Delivery Charges and any other agreed charges.

2. ACCEPTANCE OF ORDERS
2.1 Any catalogue, mailshot, advertisement or quotation for Goods, whether online, print or otherwise, shall not constitute an offer capable of acceptance by Customer but an invitation to place an Order. Orders shall be accepted entirely at Supplier’s discretion and, if accepted, are governed by these Terms.
2.2 These Terms shall override any contrary, different or additional terms or conditions contained or referred to in an Order or in any other correspondence or documents from Customer and (subject to clause 2.4) no addition, alteration or substitution of these Terms will bind Supplier or form part of the Contract unless expressly accepted in writing by a person authorised to sign on Supplier’s behalf.
2.3 Subject to clause 5.5, an Order shall be deemed to have been accepted by Supplier on the earliest of:
2.3.1 the acceptance by Supplier of payment in cleared funds for Goods;
2.3.2 despatch of an Order confirmation or note requesting advance payment to Customer or any other note advising that the Order will be fulfilled once Goods to which the advice note relates are available (but in the case of the latter, excluding an email Order acknowledgement sent by email following an Order placed through Supplier’s website);
2.3.3 delivery of Goods to Customer or Customer’s Nominee (as defined in clause 3.2), which in the case of Print/CD Subscription Products shall mean delivery of any component part of Goods; or
2.3.4 in the case of Goods which are services, commencement by Supplier of supply of the said service or Supplier having provided Customer with access to the said service.
2.4.Where Goods are or include any item of software or online service, CD-ROM or floppy disk or other services, these Terms shall apply as varied and augmented by the appropriate software licence or terms and conditions relating to the said services, copies available with the relevant product/service or on request, (together "Service Terms"). Where Goods are supplied subject to “Trade Terms” (meaning discretionary terms granted to booksellers) these Terms shall apply as varied and augmented by Trade Terms. In the event of conflict between these Terms and the abovementioned other documents the Service Terms or the Trade Terms (as appropriate) shall prevail but only to the extent of the conflict.

3. DELIVERY OF GOODS
3.1 Unless otherwise agreed with Customer, Supplier will deliver Goods through its distributor at Customer’s expense. Customer shall be responsible for complying with any legislation or regulations governing the importation of Goods to the country of destination and for the payment of any duties on them. Goods will be despatched by Supplier within 6 working days of date of availability.
3.2 Delivery to Customer shall be deemed to have taken place when Goods are placed with Customer or delivered to any person other than Customer specified by Customer for delivery (“Customer Nominee”) in accordance with clause 3.3.
3.3 Where Customer requires delivery to Customer Nominee, Customer shall notify Supplier of the name and address of said Customer Nominee and the reason for delivery to the same. Customer will be responsible for storage of Goods, arranging onwards delivery of Goods to Customer (if applicable) and all risks thereof. Customer will still be responsible for payment of the said Goods as specified herein.
3.4 Where Goods are services (including online services) delivery/performance will be in accordance with the agreed commencement date and in the case of online services will be deemed to have occurred when the said service is made available to Customer and Customer has been so notified.
3.5 Where Customer is notified that Goods are unavailable (for whatever reason), Customer agrees that Supplier may perform the Contract for said Goods when they become available irrespective of any estimate of dates given by Supplier.
3.6 Risk in Goods shall pass to Customer on delivery.
3.7 Supplier reserves the right to make deliveries by instalments in all cases and Customer shall not be entitled to treat delayed or defective delivery in respect of one or more instalments as a repudiation of the whole of the Contract nor to defer payment for any previous instalment.
3.8 Any time or date for delivery given by Supplier is given in good faith but is an estimate only and time of delivery shall not be made of the essence by notice. Supplier shall not be liable for any delay in delivery of Goods.
3.9 Where Customer trials an online service, that trial will be subject to the relevant Service Terms which if not provided by Supplier prior to start of the trial may be located on the online service and are available on request. Access may be terminated at the end of the trial period where Customer does not take up a subscription to the online service immediately thereafter.

4. PROPERTY IN GOODS
4.1 Notwithstanding delivery and the passing of risk in Goods to Customer, or any other provision of these Terms, property in Goods is intended to pass when, and shall not pass to Customer until Supplier has received in cash or cleared funds payment in full of the Total Price and of all other sums which may be due by Customer to Supplier at the time the Total Price is so paid in full.
4.2 For the purposes of clause 4.3 and 4.4, where Goods are delivered to Customer Nominee Customer shall (a) ensure that Customer Nominee complies with obligations owed by Customer to Supplier; (b) procure for Supplier a right of entry and repossession of Goods against any Customer Nominee or; (c) on request of Supplier exercise any such right Customer may have against Customer Nominee.
4.3 Until property in Goods passes to Customer, Customer shall keep Goods free from any lien, charge or encumbrance and Supplier may at any time require Goods to be returned to it by Customer and if such requirement is not met within three days of Supplier’s request, Supplier may retake possession of Goods and may enter any premises of Customer (including locked and steadfast premises) for that purpose. Customer shall hold Goods as Supplier’s fiduciary agent and custodian and shall keep them separate from Customer’s property and from that of third parties and properly stored, protected and insured and identified as the property of Supplier.
4.4 If Customer sells or otherwise disposes of or process Goods prior to payment of the Total Price (or any part thereof) it shall receive and hold as trustee for Supplier the proceeds of such sale, disposal or process or other monies derived from or representing Goods (or any part thereof) (including insurance proceeds) and shall keep such proceeds or other monies separate from any monies or property of Customer and/or third parties, and shall as soon as possible after receiving the same pay such monies to Supplier or into a separate account in trust for Supplier.
4.5 Supplier shall be entitled to sue for the Total Price notwithstanding that property in Goods has not passed to Customer.

5. PRICE AND PAYMENT
5.1 Customer agrees to purchase Goods at the Price and for the purposes of these Terms, Price is:-
5.1.1 for the renewal of a Print/CD Subscription Product, as specified in the relevant renewal notice; and
5.1.2 for all other Goods (except those individually negotiated or those subject to an offer for which special offer terms may apply)) including, for the avoidance of doubt, Charge by Release releases, as specified in Supplier’s price list current at the time of despatch of Goods, as published on its website.
5.2 Rates, Prices, discounts, offer terms and Delivery Charges published in catalogues, lists, mailshots, advertisements, Trade Terms, quotations, website and other documents issued by Supplier are subject to variation at any time without prior notice.
5.3. The Total Price shall be paid in full in cash or cleared funds:
5.3.1 in advance of despatch of the Goods;
5.3.2 where Customer has a credit account in accordance with the credit terms granted by Supplier and by the Payment Due Date. Time for payment shall be of the essence; and
5.3.3 where Customer agrees to pay for the Goods by direct debit, in accordance with the terms of the notified direct debit scheme.
5.4 Where Customer pays for Goods (whether available or not at the time of Order) by payment card, Customer hereby authorises Supplier to debit the said card with the Total Price. Unless agreed otherwise Supplier will only debit Customer’s payment card on despatch of Goods.
5.5 Credit accounts are by application to Supplier, are at Supplier’s sole discretion and subject to any special terms notified as part of the application process. Notwithstanding clause 2.3, Supplier shall not be obliged to supply (or continue supplying) Goods to Customer under any accepted order where Customer fails any credit checks made by Supplier as part of setting up or managing credit accounts.
5.6 The invoice (or receipted invoice where advance payment made) shall be given or despatched by Supplier to Customer on or about the date of despatch of Goods provided that Supplier reserves the right to issue further invoices to Customer in respect of increased or other charges payable under these Terms and not ascertainable at the time of issue of the original invoice. Customers should notify Supplier of any error in any invoice within 30 days of the Payment Due Date quoting account number and relevant invoice number.
5.7 If the Total Price is not paid in full by the Payment Due Date Supplier may:-
5.7.1 cancel or suspend any further Goods’ deliveries (or access in the case of online services) to Customer (under any Contract);
5.7.2 appropriate any payment made by Customer to such of Goods under this or any other Contract as Supplier may think fit (notwithstanding any purported appropriation by Customer); and
5.7.3 charge Customer interest (both before and after any judgment) on the outstanding amount at a rate of 2% per annum above the base rate of the Royal Bank of Scotland plc from time to time, until payment is made in full (a part of a month being treated as a full month for the purposes of calculating interest).
5.8 Customer shall reimburse Supplier (on a full indemnity basis) all costs and expenses incurred by Supplier in connection with the recovery of any money due to Supplier under the Contract.
5.9 Payment made by Customer to Supplier shall be applied by Supplier to invoices, and to Goods listed in invoices, in such order or manner as Supplier shall, at its entire discretion, think fit notwithstanding any purported appropriation by Customer.
5.10 Except with the written agreement of Supplier, no deduction shall be made by Customer from any payment for Goods for or on account of any matter or thing whatsoever including, but not limited to any set-off, compensation, counter-claim or present or future taxes.

6. PRINT/CD SUBSCRIPTION PRODUCTS
6.1 For avoidance of doubt this clause 6 shall not apply to online services; or CD-ROMS and floppy disks in back of books which shall, in addition to these Terms, be governed by the relevant Service Terms.
6.2 This clause 6 specifies additional terms that apply to Print/CD Subscription Products and to the extent of any conflict between it and other clauses in the Terms, it shall prevail over those clauses in relation to Print/CD Subscription Products and only to the extent of the conflict.
6.3 Print/CD Subscription Products means a print and/or CD based subscription comprising one of the following:
6.3.1 Annual Subscription means a subscription running from January to December in any year (“the Subscription Year”) whereby Customer pays a sum to receive all issues/updating releases (and other elements if any) published in relation to the Subscription Year.
6.3.2 Anytime Start Subscription means a subscription for 12 months (“the Subscription Year”) starting on a specified date, renewable on each anniversary thereof for further Subscription Years thereafter whereby Customer pays a sum to receive all issues/updating releases (and other elements if any) published in relation to the Subscription Year.
6.3.3 Charge by Release Service means a looseleaf release charged for individually on publication rather than by Annual or Anytime Start Subscription. In purchasing a Charge by Release Service Customer agrees to purchase all future releases unless the Contract is validly terminated.
6.4 Customer acknowledges that under Annual and Anytime Start Subscriptions issues/updating releases will be delivered as and when published.
6.5 Customer may only terminate a Contract for a Print/CD Subscription Product as follows (unless permitted otherwise by law or with prior written agreement of Supplier):
6.5.1 for an Annual or an Anytime Start Subscription, at any time in writing to Customer Services but such termination shall not be effective until the end of the current Subscription Year. Refunds in respect of the current Subscription Year will only be given in exceptional circumstances and entirely at the discretion of Supplier; or
6.5.2 for a Charge by Release Service (in respect of forthcoming releases), at any time in writing to Customer Services.

7. WARRANTIES AND LIABILITY
7.1 Supplier warrants that:-
7.1.1 it has the right to sell or license Goods to Customer;
7.1.2 Goods shall correspond with their description as set out in catalogues, lists, mailshots, advertisements, website and other documents issued by it, unless Customer is specifically advised by Supplier to the contrary prior to delivery of Goods (any verbal description of Goods or any description provided other than by Supplier shall not form part of their description for the purposes of these warranties); and
7.1.3 where Goods consist of or include services to be provided by Supplier, such services shall be provided with reasonable care and skill.
7.2 Supplier shall be under no liability under the warranties in clause 7.1 if the Total Price has not been paid in accordance with clause 5.3.
7.3 Whilst reasonable care is taken to ensure the accuracy and completeness of Goods, Supplier makes no representations or warranties whatsoever (whether express or implied at common law or otherwise) about Goods and all such warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.4 Supplier shall not be liable to Customer by reason of any implied warranty, condition or other term, or any duty at common law (including delict), or under the express terms of the Contract or by reason of any representation, which Customer acknowledges it has not relied on (but not excluding or limiting liability for fraudulent misrepresentation), whether caused by the negligence of Supplier, its employees or agents or otherwise, which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use by Customer for:-
7.4.1 any direct loss EXCEPT to the extent of the rights of Customer under clause 8; or
7.4.2 loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever.
7.5 In any event and without prejudice to clause 7.4, the entire liability of Supplier under or in connection with the Contract shall not exceed the Total Price, except as expressly provided otherwise in these Terms.
7.6 Nothing in these Terms shall:
7.6.1 limit or exclude Supplier’s liability for death or personal injury caused by Supplier’s negligence; or
7.6.2 limit the statutory rights of Customer.

8. RETURNS
8.1 Subject to clause 8.2, all Goods are supplied to Customer subject, at its sole discretion, to a "satisfaction guarantee" which may, if the said Goods are not to Customer's satisfaction, be exercised by Customer returning Goods to Supplier provided that such Goods are returned (a) within 30 days of date of the relevant invoice; (b) in accordance with the returns procedure which is set out on the relevant dispatch note and published on Supplier’s website; and (c) in good resaleable condition. Where Customer returns Goods in accordance with the (a)– (c) above, Customer will not be charged or will (if applicable) be credited for Goods and thereafter Supplier shall have no further liability to Customer.
8.2. The satisfaction guarantee does not apply to certain Goods (where specified), releases/issues of Print/CD Subscription Products (except Charge By Release issues to which it does apply), online services and sales made outside Europe and to the book trade under Trade Terms.
8.3.1 Subject to clause 8.3.2, claims for damaged, defective, partial or non-delivery of Goods must be notified to Customer Services no later than 14 days after the invoice date and the Goods returned no later than 30 days after the invoice date. Returns must be made according to the returns procedure (see 8.1(b) above). Where any damage or defect in Goods was not apparent on reasonable inspection at the time of delivery, the timescales above shall run from the date of discovery of the damage/defect. If a claim is accepted by Supplier, it shall, at its discretion, be entitled to replace the Goods (or the part in question) or refund the Price of the Goods (or proportionate part of the Price) and Supplier shall have no further liability to Customer.
8.3.2 Where an issue of a Print/CD Subscription Product is not received by Customer, Customer shall within 30 days of receipt of the next issue of the said product (time being of the essence) give written notice to Customer Services of the non-delivery of the previous issue. If accepted Supplier shall re-supply the missing issue. Failure to provide such notice shall be deemed conclusive evidence of Customer having received and accepted the previous issue and Supplier shall have no further liability to Customer.
8.4 Unless agreed otherwise, all Goods being returned shall be at the expense and risk of Customer.

9. COPYRIGHT AND PERMISSIONS
9.1 All copyright and any other intellectual property right whatsoever in Goods or any materials derived therefrom (other than legal documents prepared for a particular client from a style or precedent) are reserved to the copyright owner and Customer irrevocably acknowledges and agrees that supply of Goods to it by Supplier shall not serve to transfer any such rights.
9.2 No part of Goods may be reproduced in any form (including photocopying or storing it in any medium by electronic means and whether or not transiently or incidentally to some other use of Goods) without the written permission of Supplier or as permitted by law or under the terms of a licence issued by the Copyright Licensing Agency Ltd, Saffron House, 6-10 Kirby Street, London, EC1N 8TS Permission requests should be address to Supplier at Permissions Department, Cheriton House, North Way, Andover, Hampshire SP10 5BE.

Warning : The doing of an unauthorised act in relation to a copyright work may result in both a civil claims for damages and criminal prosecution.

10. TERMINATION
10.1 In the event of Customer committing any breach of any term or provision of the Contract (including, for the avoidance of doubt, these Terms), going into liquidation, having a Receiver, Administrator, Judicial Factor or other similar officer appointed over the whole or any part of its assets, becoming bankrupt or notour bankrupt or apparently insolvent or granting any trust deed or entering into any composition or similar arrangement with its creditors, or if any circumstances arise which, in the sole opinion of Supplier, render any of the foregoing likely to occur then Supplier shall be entitled, without notice and without any liability whatsoever, to terminate the Contract forthwith and to exercise the rights of repossession of Goods as specified in clause 4.3 In such circumstances, Supplier shall also be entitled to cancel all Contracts or any part thereof remaining unfulfilled between Supplier and Customer and to sell to any other party or otherwise dispose of and deal with Goods.
10.2 Termination of the Contract shall not discharge any pre-existing liability of Customer to Supplier and on such termination Supplier shall be entitled to recover from Customer such loss or damage as Supplier has suffered by reason of such termination.

11. GENERAL
11.1 Call recording may be used for phone communications between Customer and Supplier for training and administrative purposes. Customer acknowledges that such recordings may be made and retained.
11.2 No failure of or delay by Supplier to exercise any right, power, remedy or privilege shall operate as a waiver of the same.
11.3 Except as otherwise provided, all notices must be given in writing to Supplier at address given in these Terms and to Customer at last known address.
11.4 Where Customer is a legal person (as opposed to a natural person), the person placing the Order represents that s/he is authorised by Customer to place the said Order and to bind Customer thereby.
11.5 Should any term (or part of a term) of these Terms be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other terms or remainder of the term in question (as applicable) will not be affected thereby.
11.6 Supplier shall not be responsible for any delay or failure to fulfil any of its obligations under the Contract nor be liable for any loss or damage suffered or incurred by Customer by any of act of God, war, government or parliamentary restriction, import or export regulation, strike, lockout, 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.
11.7 The headings and captions contained in these Terms are inserted for convenience only and do not constitute a part of the Contract.
11.8 Supplier may at its discretion alter these Terms (or any part of them) from time to time. Terms incorporating changes shall be posted to Supplier’s website (“the Website Version”) and the Website Version shall prevail without further notice to Customer over all other versions (including those on the back of invoices and other of Supplier’s stationery) and shall apply to Contracts entered into after the date of such posting.
11.9 Supplier may without the prior written consent of Customer assign any benefit or transfer, delegate or sub-contract any of its duties and obligations under any Contract.
11.10 Contracts will be governed by the laws of England & Wales and the English courts will have the non-exclusive jurisdiction over any disputes arising under or in relation to them (except where Goods are delivered to or services provided in Scotland or Ireland, where contracts shall be governed by the law of that territory and its courts shall have non-exclusive jurisdiction).

v.3 (14.02.08)

http://www.sweetandmaxwell.thomson.com