Hogan Lovells Engage – Subscription Terms
Hogan Lovells Engage is a site (the "Site") operated Hogan Lovells Solutions Limited ("HL Solutions") and by clicking accept You accept these Subscription Terms and agreed to comply with them in order to receive the subscription services provided by Hogan Lovells via www.hlengage.com (the "Services").
1. User subscriptions
1.1 Subject to you purchasing user subscriptions which entitle your employees, agents and independent contracts who are authorised by You to use the Site ("Authorised Users") in accordance with clause 8.1, the restrictions set out in this clause 1 and the other terms and conditions of these Subscription Terms ("User Subscriptions"), HL Solutions hereby grants to You a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services solely for Your internal business operations.
1.2 In relation to the Authorised Users, You undertake that:
- the maximum number of Authorised Users that You authorise to access and use the Services shall not exceed the number of User Subscriptions You have purchased from time to time;
- the User Subscriptions shall be valid only for the subscription term You have purchased and You shall ensure are not used following the end of the subscription term;
- You shall not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
- each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential;
- You shall maintain a written, up to date list of current Authorised Users and provide such list to HL Solutions within 15 business days of HL Solutions' written request at any time or times;
- You shall permit HL Solutions to audit Your and Your Authorised User's use of the Services in order to confirm the use is in accordance with these Subscription Terms including the name and password of each Authorised User. Such audit may be conducted no more than once per calendar quarter, at HL Solutions' expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Your normal conduct of business;
- if any of the audits referred to in clause 1.2(f) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to HL Solutions' other rights, You shall promptly disable such passwords and HL Solutions shall not issue any new passwords to any such individual; and
- if any of the audits referred to in clause 1.2(f) reveal that You have underpaid, then without prejudice to HL Solutions' other rights, You shall pay to HL Solutions an amount equal to such underpayment as calculated by HL Solutions in reference to its current pricing within 10 business days of the date of the relevant audit.
1.3 You shall not and shall ensure that Your Authorised Users shall not access, store, distribute or transmit any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices, or any material during use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
and HL Solutions reserves the right, without liability or prejudice to its other rights, to disable the Your access to any service, device or material that breaches the provisions of this clause.
1.4 You shall not and shall ensure that Your Authorised Users shall not:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Subscription Terms:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the online software applications provided by HL Solutions as part of the Services (the "Software") in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the Services in order to build a product or service which competes with the Services; or
- use the Services to provide services to third parties; or
- subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 1.
1.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify HL Solutions.
1.6 The rights provided under this clause 1 are granted to You only, and shall not be considered granted to any of Your subsidiary or holding companies.
2. Additional user subscriptions
2.1 Subject to clause 2.2 and clause 1, You may purchase additional User Subscriptions and HL Solutions shall grant access to the Services to such additional Authorised Users in accordance with the provisions of these Subscription Terms.
2.2 If You wish to purchase additional User Subscriptions, You shall notify HL Solutions in writing. HL Solutions shall evaluate such request for additional User Subscriptions and respond to You with approval or rejection of the request. Where HL Solutions approves the request, HL Solutions shall activate the additional User Subscriptions within 5 Business Days of approval and subject to payment by You of the relevant fees for such additional User Subscriptions.
3.1 HL Solutions shall, during the subscription term, provide the Services to You on and subject to the terms of these Subscription Terms.
3.2 HL Solutions shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
- planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
- unscheduled maintenance performed outside normal business hours, provided that HL Solutions has used reasonable endeavours to give You at least 6 hours' notice in advance.
4. Your data
4.1 You shall own all right, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.
5. Third party providers
5.1 You acknowledge that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk.
5.2 HL Solutions makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by You or Your Authorised Users, with any such third party.
6. HL Solutions' obligations
6.1 HL Solutions undertakes that the Services shall be performed with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to HL Solutions' instructions, or modification or alteration of the Services by any party other than HL Solutions or HL Solutions' duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, HL Solutions shall, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, HL Solutions:
- does not warrant that Your use of the Services shall be uninterrupted or error-free; or that the Services and/or the information obtained by You through the Services shall meet Your requirements; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.3 These Subscription Terms shall not prevent HL Solutions from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Subscription Terms.
6.4 HL Solutions warrants that it has and shall maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this these Subscription Terms.
7. Your obligations
7.1 You shall:
- provide HL Solutions with:
- all necessary co-operation in relation to these Subscription Terms; and
- all necessary access to such information as may be required by HL Solutions;
- comply with all applicable laws and regulations with respect to its activities under these Subscription Terms
- ensure that it has full capacity and authority to enter into and to perform its obligations under these Subscription Terms (including in respect of all Authorised Users);
- carry out all You other responsibilities set out in these Subscription Terms in a timely and efficient manner. In the event of any delays in Your provision of such assistance as agreed by the parties, HL Solutions may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Services in accordance with the terms and conditions of these Subscription Terms and shall be responsible for any Authorised User's breach of these Subscription Terms;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for HL Solutions, its contractors and agents to perform their obligations under these Subscription Terms, including without limitation the Services;
- ensure that its network and systems comply with the relevant specifications provided by HL Solutions from time to time; and
- be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to HL Solutions' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
8. Charges and payment
8.1 You shall pay the appropriate subscription fees to HL Solutions for the User Subscriptions.
8.2 If HL Solutions has not received payment within 10 Business Days after the due date, and without prejudice to any other rights and remedies of HL Solutions:
- HL Solutions may, without liability to You, disable Your password, account and access to all or part of the Services and HL Solutions shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.3 All amounts and fees stated or referred to in these Subscription Terms:
- shall be payable in pounds sterling;
- are, subject to clause 12.3(b), non-cancellable and non-refundable;
- are exclusive of value added tax, which shall be added to HL Solutions' invoice(s) at the appropriate rate.
9. Proprietary rights
9.1 You acknowledge and agree that HL Solutions and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, these Subscription Terms do not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.
9.2 HL Solutions confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Subscription Terms.
10.1 Both of HL Solutions and You may be given access to Confidential Information from the other in order to perform its obligations under these Subscription Terms. Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- is independently developed by the receiving party, which independent development can be shown by written evidence.
10.2 Subject to clause 11.4, HL Solutions and You shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Subscription Terms.
10.3 HL Solutions and You shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Subscription Terms.
10.4 HL Solutions and You may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other in relation to the content of such disclosure.
10.5 Neither HL Solutions nor You shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10.6 You expressly acknowledge that details of the Services, and the results of any performance tests of the Services, constitute HL Solutions' Confidential Information.
10.7 HL Solutions acknowledges that the Your Data is the Confidential Information of You.
10.8 Neither HL Solutions nor You shall make, or permit any person to make, any public announcement concerning these Subscription Terms without the prior written consent of the other (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
10.9 The above provisions of this clause 10 shall survive termination of the subscription term, however arising.
11.1 You shall defend, indemnify and hold harmless HL Solutions against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Your, and Your Authorised User's use of the Services provided that:
- You are given prompt notice of any such claim;
- HL Solutions provides reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and
- HL Solutions is given sole authority to defend or settle the claim.
11.2 HL Solutions shall defend You against any claim that the Services infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
- HL Solutions is given prompt notice of any such claim;
- You provide reasonable co-operation to HL Solutions in the defence and settlement of such claim, at HL Solutions' expense; and
- HL Solutions is given sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, HL Solutions may procure the right for You to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Subscription Terms on 2 business days' notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.
11.4 In no event shall HL Solutions, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
- a modification of the Services by anyone other than HL Solutions; or
- Your use of the Services in a manner contrary to the instructions given to You by HL Solutions; or
- Your use of the Services after notice of the alleged or actual infringement from HL Solutions or any appropriate authority.
11.5 The foregoing and clause 12.3(b) states Your sole and exclusive rights and remedies, and HL Solutions' (including HL Solutions' employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. Limitation of liability
12.1 Except as expressly and specifically provided in these Subscription Terms:
- You assume sole responsibility for results obtained from the use of the Services by You, and for conclusions drawn from such use. HL Solutions shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to HL Solutions by You in connection with the Services, or any actions taken by HL Solutions at Your direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Subscription Terms; and
- the Services are provided to You on an "as is" basis.
12.2 Nothing in these Subscription Terms excludes the liability of HL Solutions:
- for death or personal injury caused by HL Solutions' negligence; or
- for fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.1 and clause 12.2:
- HL Solutions shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Subscription Terms; and
- HL Solutions' total aggregate liability to You in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Subscription Terms shall be limited to £1,000
13. Term and termination
13.1 These Subscription Terms shall, unless otherwise terminated as provided in this clause 13., commence on the date of acceptance by You and terminate at the end of Your subscription term. Without affecting any other right or remedy available to it, HL Solutions or You may terminate these Subscription Terms with immediate effect by giving written notice to the other if:
- the other fails to pay any amount due under these Subscription Terms on the due date for payment and remains in default not less than 15 business days after being notified in writing to make such payment;
- the other commits a material breach of any other term of these Subscription Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
- the other repeatedly breaches any of the terms of these Subscription Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Subscription Terms.
13.2 On termination of these Subscription Terms for any reason:
- all licences granted under these Subscription Terms shall immediately terminate and You and Your Authorised Users shall immediately cease all use of the Services;
- HL Solutions and You shall each return and make no further use of any equipment, property, or other items (and all copies of them) belonging to the other;
- HL Solutions may destroy or otherwise dispose of any of Your Data in its possession; and
- any rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Subscription Terms which existed at or before the date of termination shall not be affected or prejudiced.
14. Force majeure
14.1 HL Solutions shall have no liability to You under these Subscription Terms if it is prevented from or delayed in performing its obligations under these Subscription Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of HL Solutions or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that You are notified of such an event and its expected duration.
15.1 HL Solutions may vary these Subscription Terms on notice to You at any time.
16.1 No failure or delay by a party to exercise any right or remedy provided under these Subscription Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. Rights and remedies
17.1 Except as expressly provided in these Subscription Terms, the rights and remedies provided under these Subscription Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 If any provision (or part of a provision) of these Subscription Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
18.2 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.
19.1 You shall not, without the prior written consent of HL Solutions, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Subscription Terms
19.2 HL Solutions may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Subscription Terms.
20. No partnership or agency
20.1 Nothing in these Subscription Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
21. Third party rights
21.1 These Subscription Terms do not confer any rights on any person or party (other than to HL Solutions and You) pursuant to the Contracts (Rights of Third Parties) Act 1999.
22. Governing law
22.1 These Subscription Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
23.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Subscription Terms or its subject matter or formation (including non-contractual disputes or claims).