Linklaters Knowledge Portal Terms of Use

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1 Linklaters Knowledge Portal Terms of Use These terms of use govern access by an individual to information provided by Linklaters through the Linklaters Knowledge Portal. 1 Definitions Information means the items of legal information supplied on the Website. Linklaters means any or all of the following: 1.1 Linklaters LLP, a limited liability partnership incorporated in England and Wales under number OC and authorised and regulated by the Solicitors Regulation Authority with its registered office at One Silk Street, London EC2Y 8HQ, and its affiliated firms or other entities carrying on business outside the United Kingdom under or including the name Linklaters or under joint venture or collaboration arrangements in association with Linklaters LLP and any successors to all or substantially all of the business of Linklaters LLP or of such other firms or entities; 1.2 Any company, firm or person which controls, is controlled by or on behalf of, or is under common control with any of those described in paragraph 1.1 of this definition including any parent or subsidiary undertaking as defined in section 1162 Companies Act 2006, and for the purposes of this definition questions of control shall be determined by reference to section 1124 of the Corporation Tax Act 2010 or, where the entity concerned is neither a body corporate nor a partnership for the purposes of that section, by reference to the principles in that section.. Linklaters Privacy Policy means the privacy policy attached at Appendix A. Service means access to and use of the Website in accordance with these terms. User means the individual subscribing to the service and licensed by Linklaters to use the Information and the Website referred to in these terms. Website means the internet website known as the Linklaters Knowledge Portal and with address or such other internet website address as is notified to the user by Linklaters from time to time. 2 Licence 2.1 Subject to this Clause 2, and the other obligations of the User contained in these terms and the Linklaters Privacy Policy, Linklaters grant to the User a revocable, non-exclusive, non-transferable licence to use the Service. 2.2 The right to use the Service is limited to use for personal or internal business purposes by the User only. While using the Service, the User agrees to comply with all applicable laws, rules and regulations and agrees not to use the Service for any fraudulent or unlawful purpose or to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others. The User further agrees not to interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available and also agrees not to transmit or make available any virus, worm, Trojan horse, spyware or other computer code, file or programme that is harmful or invasive or is intended to damage the operation of any hardware, software or equipment. 1

2 2.3 The User shall not reproduce, distribute, reverse engineer, copy, modify or reformat the Website or any Information and shall not take any action to remove or hide the display or copyright and any other professional notices contained on or in the Website or other Information. 2.4 The User shall not allow use of or access to any part of the Website to any other person who is not licensed to use the Website and shall not copy, distribute, transfer, publish, transmit or sublicense any part of the Information to or for the use of any other such person. The User shall not demonstrate the Website to or allow access to or use the Service or supply a copy of any Information to any employee, partner, agent of or secondee from any law firm other than Linklaters. 2.5 The User shall not use the Information or the Website in any way which may infringe any intellectual property right (including any right of copyright or any trademark), any right of confidentiality or privilege, or any other proprietary interest that Linklaters, and/or any third party contributor have in the Information, the Service and the Website. The User acknowledges that all intellectual property and all other rights in the Information, the Service and the Website (including any modifications, enhancements or developments thereof) are and shall remain the sole property of Linklaters and/or any other third party contributors to the Information or Website. 2.6 Linklaters warrants to the User that its use of the Service other than use of any Information prepared by contributors in accordance with these terms shall not infringe the intellectual property rights of a third party. 3 Consideration In consideration of the rights granted in Clause 2, the User shall only use the Information, the Service and the Website in accordance with these terms. 4 Access Control 4.1 The User s identification and access control procedures and/or allocated username(s) and all password(s) may be changed by Linklaters at any time. Any changes shall be promptly notified to the User. 4.2 The User shall keep confidential all usernames or passwords. 4.3 The User shall promptly notify Linklaters if his/her username or passwords are lost or stolen, or if the user becomes aware of unauthorised use or transfer of any such usernames or passwords. The User shall be liable for any loss or damage to Linklaters caused by the unauthorised use or transfer of passwords and/or usernames. 5 Service Provision 5.1 Linklaters reserves the right to change, suspend or discontinue the Service (including but not limited to, the availability of any feature or content) or to restrict the User s access to part of all of the Service, at any time and for any reason without notice. 5.2 The User is responsible for obtaining, maintaining and operating, at his/her own expense, a terminal or personal computer system, modem, telephone access and communication software to receive the Service. 2

3 5.3 Linklaters shall use its reasonable endeavours to exclude viruses from the Website, but cannot guarantee such exclusion and the User should therefore take appropriate steps to mitigate any such risk. 5.4 The Website uses SSL to encrypt communications between the User s browser and the site and cookies for the duration of the session. To ensure compatibility with this, the User agrees to ensure that his/her web browser supports SSL and is configured to allow cookies (these hold authentication details for the duration of a user s session), and its internet configuration will allow http and https traffic to the site. 6 Confidentiality 6.1 The User shall treat as confidential and shall not use or communicate to any person any Information obtained from Linklaters and/or the Service, which by its nature, should be treated as confidential or which is marked as confidential, or which come into the user s possession in connection with any use of the Service. In addition, the User shall use all reasonable efforts to keep such Information secure against disclosure to a third party in breach of this Clause 6. The provisions of this Clause 6 do not apply to any Information which: Is in the public domain other than as a result of a breach of this Clause 6; Is obtained from a third party who is lawfully authorised to disclose such information to the User; The User can demonstrate is already known to the User; Is required to be disclosed by law; or Is disclosed in accordance with the prior written permission of Linklaters. But in the case of 6.1.4, the User shall take at Linklaters expense such action, if any, as Linklaters may reasonably request to contest the disclosure. 6.2 The User shall immediately notify Linklaters of any breach or suspected or alleged breach of the provisions of this Clause 6 and acknowledges that damages may not be an adequate remedy for such a breach. 7 Privacy Policy Use of the service is subject to the terms of the Linklaters Privacy Policy which shall be deemed to form part of these terms. 8 Updates Linklaters reserves the right to make updates to the Information without prior notice. 9 Variation These terms may be amended by giving 14 days prior notice to the User via the Website. Continued use of the service following any change constitutes acceptance of the changes. 3

4 10 Termination 10.1 Linklaters may suspend or discontinue the provision of the Service without notice and pursue any other remedy legally available to it if the User fails to comply with any of the obligations hereunder Upon termination the licence granted under Clause 2 shall terminate and Linklaters shall deactivate all relevant usernames and passwords. 11 Communication 11.1 Any notice given by the User or Linklaters to the other party under these terms, and any communication regarding the product, may be sent by , fax or recorded or hand delivery to the address of the User or of Linklaters, as applicable, as specified. Where either party has been notified of a principal contact name for the other party, it shall address such communication to that person or, in the absence of such a name, to the directors/principal officers thereof If the communication is sent by , it shall, unless the contrary is proved, be deemed to be received on the day of transmission. If the communication is sent by fax, it shall be deemed to be served on receipt of an error free transmission report. If such communication is sent by recorded delivery, it shall be deemed to be served two days following the date of posting. If such communication is sent by hand, it shall be deemed to be served on the day of delivery. 12 Exclusion of Liability 12.1 The User acknowledges that it is not a client of Linklaters by reason of the use of the Information and that no solicitor-client relationship exists. Any information input by the User into the Website will not be imputed to Linklaters The contents of the Website are intended to give legal information only. They do not constitute legal or other professional advice and the User agrees not to rely on the product as legal advice, either generally or in relation to any specific transaction. The User should consult an appropriate professional adviser in connection with its use of the Service and/or any of the Information and/or if he/she has any questions in the areas addressed Neither Linklaters nor any other contributors to the Website including their respective employees, agents or representatives, shall, to the fullest extent permitted by law, be liable for any loss, cost, claims and expenses whatsoever or damages (whether direct, indirect or consequential) however arising out of or in connection with the use of the Service and/or any of the Information by the User or resulting from any actions or omissions of any internet service provider or other person through whom the User may receive the Service The User acknowledges that Linklaters has no liability for Information provided by third parties. 13 Limitation of Liability 13.1 To the maximum extent permitted by law, Linklaters total aggregate liability to the User in respect of a claim or series of related claims, whether in contract, in tort (including negligence), under any warranty or representation, under statute or otherwise under or in 4

5 connection with the service terms or the provision of the Service shall be limited to the amount, if any, paid by the User to use the Service Linklaters disclaims any warranties and representations express or implied in relation to the Service for the maximum extent permitted by applicable law The User shall not be able to make any claim under or in connection with these terms unless it is made within 12 months from the date when the User first became aware or ought reasonably to have become aware of the event, act or omission giving rise to such claim (other than in the case of fraud or dishonesty) The provisions of Clauses 12 and 13 shall continue for the benefit of Linklaters employees, agents and representatives from time to time and other contributors to the Information and their respective employees, agents and representatives from time to time and Linklaters shall hold on trust for such persons the undertaking so made by the User. 14 Indemnity 14.1 The User agrees to indemnify and keep indemnified and hold Linklaters and its directors, officers, employees and agents on demand harmless from and against any claim, loss liability, damage or expense incurred by such persons, including reasonable legal fees by or in respect of any third parties due to any breach or non-observance of the User s obligations under these terms or otherwise arising out of or relating to 15 Third party rights 15.1 A person who is not a party to these terms has no right under the Contract (Rights of Third Parties) Act 1999 to enforce any provision of these terms. 16 General 16.1 As the User may not itself be a client of Linklaters, the User acknowledges that Linklaters is free to act for its clients even if there is, or there is a significant risk of, the interests of one or more of those clients conflicting with the interests of the User The User may not assign his/her right or obligations hereunder to any other person without the prior written consent of Linklaters These terms contain the whole agreement between the parties relating to the Service and the Website at the date hereof, to the exclusion of any terms implied by law to the extent that they may be excluded by contract. The User acknowledges that he/she has not been induced to enter into these terms by any representation, warranty or undertaking not expressly incorporated into these terms. To the extent permitted by law and except in the event of any fraudulent cases and statements, the User agrees and acknowledges that his/her only right and remedies in relation to any representation, warranty or undertaking made or given in connection with these terms shall be for breach of the provisions of these terms, to the exclusion of all other rights and remedies (including those in tort or arising under statute). 5

6 17 Governing Law and Submission to Jurisdiction 17.1 These terms and any non-contractual obligations arising out of or in connection with these terms shall be governed by English law All parties irrevocably agree that the Courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these terms, and accordingly any proceedings arising out of or in connection with these terms shall be brought in such courts. Each of the parties irrevocably submits to the jurisdiction of such court and waives any objection to proceedings in any such court on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. 6

7 Appendix A The Linklaters Knowledge Portal Privacy Policy Linklaters is an international law firm that services the world s leading companies, financial institutions and governments. The Linklaters Knowledge Portal (the Website) is an online service hosted by a third party that provides Linklaters clients with high end legal information. Linklaters is committed to safeguarding the privacy of visitors to all of its websites including this Website. Please read the following policy to understand how your information will be treated. This policy may vary from time to time so please review it regularly. Any significant changes to this policy will be clearly indicated. Reference to you or your in this policy are references to the party which is licensed by Linklaters to use the Website. The information we collect You are not required to provide any personal information on the Website other than entering your username and password to access the Website. However, you may choose to provide further personal information by contacting us to apply for additional products or services. Your name and contact details will have been supplied to us either by yourself directly or by your employer. The preference settings that you select for your use of the Linklaters Knowledge Portal will also be recorded to ensure that we are able to deliver the service that meets your needs. How we use this information We will only use this information in order to provide you with the products and services requested. Please note that in order to provide you with these products and/or services, we may be required to share your information with Linklaters offices, branches and associated firms around the world and any third parties who provide services on our behalf. We have, however, taken steps to ensure that all such entities referenced above will protect your data adequately. In relation to any other third parties, we will only disclose your information where you have given your consent or where we are required to do so by law or where it is necessary for the purpose of or in connection with legal proceedings or in order to exercise of defend legal rights. Please click here for further information about where we have offices, branches and about our associated firms. Cookies and Site Tracking A cookie is a small file that can be placed on your computer s hard disk or on a website server. Such cookies do not retrieve information about you stored on your hard drive and do not corrupt or damage your computer or computer files For further information about cookies including how to set your internet browser to reject cookies, please go to We use cookies on the Website to verify your username and password when you access the Website. Access to this site is restricted to authorised users only and by entering your username and password on this site you accept the use of such cookies. You must have your internet browser set to allow cookies to be able to access the website. We also use the information collected by cookies to track how users navigate through the website in order to enable us to evaluate and improve the Website and the information we provide. IP Addresses When you visit the Website, our server will record your IP address together with the date, time and duration of your visit. An IP address is an assigned number similar to a telephone number, which 7

8 allows your computer to communicate over the internet. It enables us to identify which organisations have visited the Website. We use this information to compile statistical data on the use of our Website to enable us to evaluate and improve our site. Monitoring We reserve the right to monitor the use of the Website and to produce usage statistic reports relating to users access to the Website for the purposes of evaluation and improvement of the Website and the information we provide. Security The Website is hosted by a third party. We have taken steps to ensure that Linklaters and our third party host use up-to-date data storage and security technology to protect your personal information from unauthorised access, improper use or disclosure, unauthorised modification or unlawful destruction or accidental loss. All our employees and any third parties we engage to process your personal information are obliged to respect the confidentiality of your information. Your Rights You have the right to apply for a copy of the information we hold about you (for which we may charge a small administration fee) and to have any inaccurate information about you corrected. Contact Information If you have any questions in relation to this policy please contact us at: Address Attention of Head of Law and Compliance Linklaters One Silk Street London EC2Y 8HQ United Kingdom Telephone Fax data.protection@linklaters.com If you currently receive marketing information from us which you would prefer not to receive in the future, please us at marketing.database@linklaters.com. All messages sent to and from Linklaters may be monitored to ensure compliance with internal policies and to protect our business. 8