Terms of Trade

This Terms of Trade are between RELX (Greater China) Limited trading as LexisNexis (“we”, “us” or “our”)  and the individual or company to whom LexisNexis has agreed to supply the Goods & Services (“you” or “Customer”)

GENERAL

1. Where there is a separate written agreement concerning Goods & Services, which has been signed by an authorised LexisNexis representative, the terms of that agreement will prevail over these terms and conditions of this Agreement.

2. Subject to clause 33, the Customer acknowledges that Goods & Services supplied may differ in non­material respects from those advertised in our catalogue or other promotional material.

3. If the Customer has not previously submitted an order to us, the Customer must also complete and submit with an order a Customer Account Application Form (“Application”). Acceptance of an order is subject to approval of the Application by our head office.

4. Only your employees, students, support personnel and barristers within your chamber (as relevant) authorised by both us and you shall be entitled to access and use the Services and Materials (“Authorised Users”).

PRICE

5. Subject to clauses 5 to 7 below the price payable for Goods & Services shall be the total price specified in our current price list or catalogue, less any discounts agreed in advance in writing by us and plus the applicable cost of packaging, postage and delivery (“Delivery Charges”). Prices and Delivery Charges are subject to change without notice.

6. Existing discounts agreed by us as at the date of this Agreement shall continue to have effect for the initial Term (but will not necessarily apply to any renewal).

7. Any promotional offer that LexisNexis makes is exclusive of and cannot be used with any other offer, promotion or discount.

8. The price payable for updating material for printed encyclopedic and loose-leaf publications, where these are not covered by the terms of a written agreement executed by the parties, shall be the price advised by us at the time of publication.

VARIATION, BREACH & TERMINATION

9. We may suspend or discontinue providing the Goods & Services to the Customer without notice and pursue any other remedy legally available to us if:

   (a) Customer commits a breach of this Agreement;

   (b) Customer fails to comply with any of its obligations hereunder; or

   (c) Customer infringes any intellectual property rights granted herein.

10. We may change the Customer’s agreement from time to time upon notice to the Customer. Changes detrimental to the Customer take effect upon the next renewal period whilst all other changes take effect upon written notice to the Customer.

11. The Customer may terminate their agreement upon written notice to us if any change proposed under clause 9 is unacceptable. For termination to be effective under this clause, we must receive your notice of termination within 30 days from the date of the change. Continued use of the Goods & Services by Customer following any change constitutes acceptance of the change.

12. The Customer may terminate this agreement for Goods & Services (in whole or part) by giving us at least 90 days’ written notice, to expire the day before the anniversary of the commencement date or Term (whichever is longer).

13. We may terminate Customer’s agreement for Goods & Services (in whole or part) by giving Customer at least 60 days’ notice. Our only obligation in this event shall be the pro rata refund of any charges paid by Customer in advance.

CREDIT

14. By submitting the Application, the Customer authorises us to carry out any credit checks with third parties as we may require. The Customer authorises us to make any enquiries and to use, exchange or disclose any information which is disclosed in the Application or is obtained by us from any third party from or to any other credit provider or credit reporting agency: a) Concerning the Customer’s credit worthiness; and b) for the purpose of providing or obtaining a reference.

15. We may impose credit limits which may be varied by us from time to time. If the Customer exceeds the credit limit then Goods and Services will the withheld until the account is back within the credit limit.

16. The Customer must pay the amount specified in an invoice in full within 30 days of the date of the invoice (unless we agree otherwise in writing).

17. If the Customer does not pay us the invoiced amount in full within the time stipulated in the invoice, we may, without limitation a) withhold further supplies including Goods & Services which have already been fully paid; or b) charge interest on amounts outstanding at the rate of 4% above our bank’s base rate from time to time; or submit the Customer’s account to a collection agency. If we do submit the account to a collection agency, the Customer agrees that we may recover the outstanding amount specified in the invoice including interest, our legal costs, bank fees and charges and other expenses incurred in attempting to recover the debt and any fees and commissions or other amounts we pay to any collection agency to act on our behalf.

18. Where we make individual deliveries of Goods and Services or deliveries in instalments, the Customer may be invoiced separately for each delivery in which case, the Customer agrees to pay each invoice according to its terms.

19. We reserve the right to charge the Customer a surcharge for payments made by credit card. We reserve the right to make changes to this surcharge from time to time or extend the surcharge to other methods of payment. If we make any changes, we will notify the Customer in writing before the changes take effect in accordance with clause 9.

ELECTRONIC/DIGITAL PRODUCTS

20. Digital products (such as ebooks and LexisNexis Red) supplied are also subject to the additional terms and conditions which the Customer is required to accept prior to using the product.

21. Delivery of digital products is made using the World Wide Web. For the avoidance of doubt, the return policy in clause 30 does not apply to digital products.

22. LexisNexis will not be responsible for internet access, device maintenance or storage related requirements on the Customer’s device.

23. Unless expressly permitted herein, you are granted a perpetual license to use any electronic or digital products purchased for as long as you do not, nor permit others to:

(a) copy, reverse engineer, decompile, disassemble, derive source code, modify, or create compilations or derivative works of the electronic or digital product;

(b) remove, disable, or defeat any functionality designed to limit or control access to or use of the electronic or digital product;

(c) use the electronic or digital product to develop a database, infobase, online or similar database service, or other information resource in any media (print, electronic or otherwise, now existing or developed in the future) for commercial sale or use by others or make the electronic or digital product available through any timesharing system, service bureau, the internet, or any other similar technology now existing or developed in the future;

(d) use it in any fashion that may infringe any copyright, intellectual property right, or proprietary or property right or interest of LexisNexis or its suppliers;

(e) remove or obscure any copyright notice or other notice or terms of use; or

(f) download to any media center or library device or any other device that allows for access by multiple users.

The license granted in this clause 22 allows for concurrent access to the electronic or digital product on such number of devices as specified in the order form.

SUBSCRIPTIONS

24. Pay In Advance (“PIA”) Subscriptions. a) PIA Subscriptions commence on the date specified on our invoice or order form (as the case may be) (“Commencement Date”). b) The price for the first year of any PIA subscription is our list price at the date of the order. The price for subsequent years is our list price at the anniversary of the Commencement Date. c) We will inform the Customer by invoice before each anniversary of the Commencement Date of the price payable for the next 12 months and, where the PIA Subscription relates to an online product, of any change to the terms and conditions applicable to that product.

25. Supplements. For products that are updated by supplements between editions, when purchasing the main work customers will automatically be sent the updating supplement on publication and will be invoiced for these when received by us.

DELIVERY

26. Orders for Goods & Services are accepted by us subject to availability of stock and may be delivered in two or more instalments. Subject to clause 34 and to the maximum extent permitted by law, LexisNexis has no liability for any loss of trade or profit to the Customer as a result of delay in delivery or delivery of incorrect or faulty goods.

27. Delivery will be made to the address specified on the order by the Customer or its agent, or to a carrier designated by the Customer, or to other such addresses as are notified to us from time to time.

28. Risk in Goods & Services passes to the Customer on delivery. Title to Goods & Services other than updates supplied under PIA Subscriptions will pass to the Customer on payment in full. Title in updates supplied under PIA Subscriptions will pass on delivery.

29. Time is not of the essence for delivery of Goods & Services and our liability for incorrect delivery or failure to deliver is limited as set out in clause 34.

LOSS OR DAMAGE IN TRANSIT

30. Claims for damage or partial delivery or complete loss of consignment must be notified to us within 30 days of the date of invoice. PRINT RETURNS

31. Returns of print product which are defective, incorrect or faulty will be accepted for credit provided:

    (a)    LN is notified of the defect/ or fault within 30 days from the date of invoice at your expense,

    (b)    the returns are accompanied by a copy of the returns note/invoice marked “cancel”, and

    (c)    Customer provides the valid authorisation code obtained from our Customer Support department before Goods & Services are returned; and

    (d)    are in a condition fit for re-sale.

32. Refunds will be given only where the print products are returned as above and there are no other amounts outstanding and due on   the Customer’s credit account with us. Sub-section (d) does not apply in the event the print products are faulty or damaged due to no fault of yours. Collection of returns must be from the original address of delivery by LN and if Customer requires LN to collect returns from a different address, LN reserves the right to charge the sum of $300 HKD (or such amount notified from time to time).

33. For the avoidance of doubt, you cannot cancel an electronic or digital product purchased. Without prejudice to the foregoing, if you have purchased the “Print + eBook bundle”, you may cancel and return the print product in accordance with the conditions set out in Clause 30. In such circumstances, this will be deemed as a purchase of the electronic/digital product at the full price. You will have to pay the difference between (a) the discounted price of the “Print + eBook bundle” and (b) the full price of the electronic/digital product. You will receive a supplemental invoice for the outstanding amount.

WARRANTIES AND LIABILITY

34. To the maximum extent permitted by law, our liability to the Customer is limited at our option to: (a) in the case of goods, replacement or repair of the goods or payment of the cost of replacing or repairing the goods; and (b) in the case of services, resupply of the services or payment of the cost of re-supplying the services.

35. Our liability to the Customer for negligence and breach of contract is limited to the cost of replacing the Goods & Services ordered.

36. Subject to clause 33 and to the maximum extent permitted by law, we exclude all representations, warranties or guarantees, whether express or implied, by statute, trade or otherwise, including without limitation warranties and guarantees regarding the availability of any online product at any particular time.

37. It is not intended that any contract between us and Customer for the supply of Goods & Services should be enforceable by any third party.

38. Any waiver by us of any of this Agreement shall be limited to the particular instance and shall not operate or be deemed to operate as a future waiver of that or any other term.

NOTICES

39. Notices sent by the Customer to LexisNexis should be sent to your account manager or LexisNexis’ Customer Support department either by prepaid post to the address on the most recently delivered invoice or by email to the email address provided by your account manager, in any case, with a copy by email to help.hk@lexisnexis.com. Such notices must state the Customer’s name and (where applicable) account number. Notices sent by us will be sent to the Customer’s last known address or email address LexisNexis has on record.

40. Any change to the Customer details, including name, invoice, delivery and site addresses must be notified to us in writing within 30 days of the date of the change.

UNFORESEEN EVENTS

41. We may cancel or suspend delivery of any ordered product in the event of any delay or non­performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.

    DATA PROTECTION

42. In accordance with the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong, LexisNexis will provide and export personal data about Authorised Users to other members of our company group, including RELX Inc. in the United States and third parties appointed to carry out the provision of, or any aspect of, the Goods & Services for the purposes of (a) providing access to and use of the Goods & Services to you, and (b) providing customer support, billing and other similar activities related to the Goods &  Services. You further agree to LN (or third parties acting on behalf of LN) using such personal data provided pursuant to this Agreement for direct marketing offers and other related marketing and promotional activities, including but not limited to the following (a) latest developments in the legal and/or business industry; (b) marketing and promotional materials on Lexis Nexis’s products and services, which includes (print and/or electronic); (c) updates on upcoming events and seminars; and (d) survey forms to obtain feedback on Lexis Nexis’s products and services.  If you do not wish to receive information about other products, services, offers and events, please notify our privacy officer in writing sent to marketing.hk@lexisnexis.com.

43. The collection and use of personal information by Lexis Nexis in the course of providing the Goods & Services will be in accordance with our privacy policy, as may be amended from time to time, and which is available at our website at http://www.lexisnexis.com.hk/en-hk/privacy-statement.page.

LEXIS RED

44. For Customers subscribing to LexisNexis Red: In order to access and use LexisNexis Red titles you must download the LexisNexis Red mobile digital device software application and accept the LexisNexis Red mobile digital device software application ("Red App") terms and conditions as may be amended from time to time and which are available through the 'Terms and Conditions' link within the Red App ("Red App Conditions"). Titles on Lexis Red that appear in your customer agreement or order form are licensed to you in perpetuity subject to this Agreement. You will be able to maintain the “main work” that you have accumulated onto your device in perpetuity subject to the licence conditions in this Agreement and the Red App Conditions. Upon termination of a particular LexisNexis Red title subscription:

    (a) you and your Authorised Users may continue to use the LexisNexis Red content purchased as at the date of termination and continue to use the Red mobile App subject to the licence conditions in this Agreement and to the Red App Conditions, at your own risk;

    (b) LexisNexis is not obliged to store, maintain, back-up, retrieve or restore any LexisNexis Red content that is lost or deleted by you;

    (c) you will no longer receive content amendments, access to links within the title, updates to the LexisNexis Red technology, or support or maintenance from LexisNexis and any annotations you make will not continue to synchronise between devices. As such, you acknowledge that this could impact the usability of the LexisNexis Red content from termination. You may only receive updates in the Red App, as made generally available without fee, from time to time; and

    (d) clauses 33, 34 and 35 of this Agreement survive termination. For the avoidance of doubt, by maintaining each of your LexisNexis Red title subscriptions, you will receive e updates to the content on those LexisNexis Red titles as and when available, as well as access to ongoing legal updates and technological changes to the Red App.

    MISCELLANEOUS

45. Any discount offered by LexisNexis is at our discretion and subject to any conditions that LexisNexis may elect to impose. For example discretionary discounts offered on hard copy products are only valid if the Customer has a contemporaneous subscription to the online or digital format of that product. Therefore, if the Customer cancels subscription to one format, then the costs of the other format will revert to the list price as at the anniversary date of the Term.

46. This Agreement shall be governed by and interpreted according to the laws of Hong Kong regardless of the law that might apply under applicable principles of conflicts of law. In the event of any dispute, the parties agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong.