Wolters Kluwer (UK) Ltd (the "Supplier") is the provider of various information products and services to its customers. This agreement is to set out the terms and conditions relating to the sale of looseleafs, bound books, CDs, online information, advice line services, newsletters, magazines, e–books and any combinations of such formats and updating services in information packages ("Goods") as determined by the Supplier.
In these terms and conditions, unless the context otherwise requires, the following words and expressions shall have the following meanings:–
"Agreement" comprises some or all of:
In the event of conflict between the provisions of the above documents, the order of precedence shall be as expressed above, unless expressly agreed to the contrary.
"Authorised Users" shall mean current personnel who are permitted to access the Digital Content in accordance with the provisions of this Agreement, the Order Form and Schedule 1 or as notified to the Customer by Supplier.
"CCH" and "Croner" are trading names of the Supplier.
The name of the "Customer" is as detailed on the invoice.
"Digital Content" shall include but not be limited to online information, CDs, newsletters and magazines. For the avoidance of doubt such Content shall fall within the definition of Goods.
"Force Majeure" shall mean any cause affecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non–happenings beyond its reasonable control including (but without limiting the generality of such terms) government regulations, fire, flood or any disaster.
"Order form" shall mean the form that may be provided to the Customer setting out the fees payable, and any specific terms agreed with the Customer.
"IPR" shall mean intellectual property rights comprising all copyright, trademarks, service marks, design rights (whether registered or unregistered) database rights, proprietary information rights and all similar rights as may exist anywhere in the world.
The subscription period begins on the date of the order ("Commencement Date") and unless otherwise agreed lasts for a minimum of 12 (twelve) months. For new sales of Goods the Customer shall have a cooling off period of 14 (fourteen) days from the Commencement Date. During this period of time the Customer shall have the right to terminate this agreement for the Goods.
The subscription continues automatically for successive periods of twelve months unless terminated by either party giving the other party written notice no less than 45 (forty five) days before the anniversary of the Commencement Date. Any cancellations received after this date will not affect the renewal of the subscription and therefore the subscription fee will be due to the Supplier.
The Supplier will notify the customer in writing before each anniversary of the Commencement Date of the price payable for the next subscription period and, where the subscription relates to a Digital Content, of any change to the licence terms and conditions applicable to that Digital Content.
The Supplier shall have the right to terminate this agreement by providing the Customer with 45 (forty five) days prior written notice.
Either party may (without prejudice to its own rights) terminate this Agreement at any time forthwith by notice in writing to the other, if:
a voluntary agreement is approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the other party's assets or undertaking or a resolution or petition to wind up the other party is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding–up petition or make a winding–up order; or the other party defaults in due performance or observance of any of its obligations hereunder and (in the case of a remediable breach) fails to remedy the breach within 30 (thirty) days of receipt of a notice so to do.
These purchases shall not be subject to a minimum term.
Payment is due within 30 (thirty) days of invoice, in the currency of the invoice. Failure to pay all outstanding amounts by the due date may result in the withholding of further supplies to the Customer. In the event that payment is not made within 30 (thirty) days of invoice the Supplier may charge Interest at the rate of 4 (four) % above the Bank of England base rate and may instruct a third party to recover any payments that have not been received by the due date.
You shall not be entitled by reason of set–off, counter–claim, abatement or other similar deductions to withhold payment of any amounts due to us.
No refund is available in the event of cancellation at any point in respect of any Goods, except for when the cancellation is made within the cooling off period detailed above.
The Supplier reserves the right to change the contents and/or fee and/or delivery charges of any Goods at any time without prior notification.
The fee payable shall be the total price specified in the Supplier's current price list, less any discounts agreed in advance be the Supplier and plus the applicable cost of packaging, postage and delivery and VAT at the current rate.
The fee payable for subscription products after the initial subscription period is the Supplier's renewal price at the anniversary of the commencement of the subscription unless otherwise agreed. The renewal price shall include any increase in fees that the Supplier has in its sole discretion determined shall apply. The Subscription fee is not refundable either in whole or in part. The Customer shall pay the subscription fee within 30 (thirty) days of the invoice date , and thereafter annually within 30 (thirty) days of that year's invoice date alternatively payment may be made in instalments, as agreed with the Supplier.
Fees are subject to VAT at the applicable rate.
The Client is granted a non–exclusive, non–transferable and time limited licence to access and use the Digital Content for its core, established and usual business activities, and if appropriate and permitted, those of its customers.
The licence is subject to the conditions set out in Schedule 1 and otherwise subject to the terms of this Agreement will terminate automatically on the termination of this Agreement.
Access to the Digital Content shall be for the number of Authorised Users as set out in the Order Form, or as notified to the Client by the Supplier. Unless otherwise stated, usage levels refer to the totality of different users who are required to access the service in the customer organisation.
The Supplier reserves the right at any time to withdraw any content for which it no longer retains the right to publish or which it has reasonable grounds to believe infringes third party IPR or is unlawful or otherwise objectionable. Wolters Kluwer UK shall give written notice of such withdrawal wherever possible.
Selected information packages include Digital Content versions of all/part of the service, service as an integral part of the overall service. Customers will be provided with Digital Content containing the work and software and/or online access instructions as required to enable access and use through a computer or other electronic device as specified in the order form. Digital Content and services provided through any other digital delivery mechanism are supplied subject to the licence terms and conditions supplied with the product and / or detailed within this Agreement.
The Customer is required to accept these terms before using the product. Use of the product is implied as acceptance of the terms. Delivery of online products is made using the internet.
The Customer understands that for some Digital Content there are minimum system requirements and that they will be responsible for ensuring that they are able to meet such requirements before purchasing the Goods.
The Customer shall ensure all of its Authorised Users do not infringe the IPR of the Supplier (and any relevant third parties) in the Digital Content or otherwise breach the license granted under this Agreement.
The Customer and its Authorised Users shall ensure that any infringement or suspected infringement of such rights by third parties shall be notified to Supplier immediately. The Customer shall ensure that any unauthorised use of the Digital Content and/or failure to comply with the Conditions specified in this Agreement by it or any of its Authorised Users shall be notified to Supplier immediately and that the Customer shall ensure that such activity ceases and any recurrence prevented.
The Customer shall issue passwords and other access information only to Authorised Users and shall ensure that Authorised Users do not divulge their passwords or other access information to any third party.
The Customer shall keep full and up–to–date records of all of its Authorised Users and shall provide Supplier with details of these upon request. The Customer shall safeguard the IPR, confidential information and any other proprietary rights of Supplier.
The Customer shall observe Supplier's policies in relation to bribery, privacy and acceptable use as amended from time to time by Supplier.
All copyright and other IPR in the Goods is vested in the Supplier (unless otherwise agreed). The Customer shall not engage in any unauthorized use, copying or distribution of the information in the Goods. The Customer has a personal, non–transferable and non–exclusive licence to use the Goods.
The Supplier shall, during the term of the Agreement, provide the Customer with the technical advice and support relating to access to the Digital Content provided by the Supplier (the "Assistance"). The Supplier shall ensure that appropriately qualified members of staff shall be available during normal working hours to deal with, process and act upon enquiries.
Although the Supplier will use its reasonable endeavours to provide the Assistance no warranty or representation is made regarding the availability of the Assistance.
The Customer may have access to the Wolters Kluwer Advice Lines as part of the Goods, in this event clauses 1–11 inclusive (below) shall apply:
Both parties shall treat as confidential all information supplied by the other which is designated as confidential by such other party or which is by its nature clearly confidential, but this shall not extend to any information which is rightly in the possession of the other prior to the commencement of the negotiations leading to this Agreement, or which is already known or becomes so at a future date (other than as a result of a breach of this clause). Neither party shall divulge any such confidential information to any person except to its employees and then only to those employees who need to know the same, and shall ensure that such employees are aware of and comply with the obligations within this clause.
Great care has been taken in the compilation and preparation of the Goods to ensure their accuracy, and the Supplier will use every reasonable endeavour to remedy any errors or omissions in a timely manner. However, the Supplier cannot and does not warrant that the information contained in the Goods is completely accurate or complete.
The Supplier accepts that it is their responsibility to ensure that the Goods are appropriate and fit for general reference use but cannot guarantee that they will be appropriate and fit for any specific application.
The Supplier does not guarantee the timeliness of delivery of the Goods (including and Digital Content) or the condition of Goods when received and as such time is not of the essence for delivery and the Supplier's liability for incorrect delivery, failure to deliver, or delivery of damaged Goods is limited to replacement of the Goods.
Where the Goods are Digital Content the Supplier will use reasonable endeavours to ensure that the Goods are free from viruses or other contaminating or destructive properties, but the Supplier cannot guarantee this and therefore the Customer should ensure that it completes its own checks prior to use. Whilst the Supplier will use reasonable endeavours to ensure online Goods are available, no guarantees can be given in relation to uptime.
Subject to the other limits and exclusions set out in this clause, the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation or otherwise shall be limited in each Contract Year to the greater of (i) the total fees paid or payable by the Customer pursuant to this Agreement in that Contract Year; and (ii) £100,000 (one hundred thousand) pounds sterling. For the purposes of this clause, a "Contract Year" shall mean a successive twelve month period beginning on the Commencement Date or an anniversary of the Commencement Date.
Notwithstanding the caps on liability in the paragraph above, the Supplier's total aggregate liability to the Customer arising under or in connection with this Agreement, whether in contract, tort (including negligence), misrepresentation or otherwise shall not exceed £200,000 (two hundred thousand) pounds sterling.
If the Customer is a business customer, in no event will the Supplier be liable for any indirect or consequential losses or any loss of profits, even if the Supplier has been advised of the possibility of such damage.
If the Customer is a consumer customer, the Supplier will not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of the Supplier's breach or if they were contemplated by the Customer and the Supplier at the time of entering into this Agreement.
If the Customer is a business customer, all terms implied by law are, to the extent permitted by law, excluded from this Agreement.
Notwithstanding the provisions of this liability clause, nothing in this Agreement shall exclude the Supplier's liability for breach of the terms implied by section 12 of the Sale of Goods Act 1979, death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or for any other losses which cannot be excluded by law, including, if the Customer is a consumer customer, under the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples) and the Consumer Protection Act 1987.
The terms and conditions relating to the sale and provision of CCH software products and the services of professional development are subject to a separate Agreement. If necessary please contact your account manager for a copy of the order form and terms and conditions that have been agreed for these products and services or with any other queries you may have.
Entire Agreement — If you are a business customer, this Agreement shall constitute the whole of the terms agreed between the parties hereto in respect of the subject matter of this Agreement.
Variation — This Agreement shall be capable of being varied only by a written instrument signed by a duly authorised officer or other representatives of the parties.
Severability — This Agreement is severable in that if any provision is determined to be illegal or unenforceable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of this Agreement.
Waiver — Unless otherwise agreed in writing, no failure by any Party to exercise any right or remedy available to it hereunder, nor any delay so as to exercise any such right to remedy shall operate as a waiver of it nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
Third party rights — No third party shall have any rights under the Contracts (Rights of third Parties) Act 1999 or otherwise in connection with this Agreement.
Governing law and jurisdiction — This Agreement shall be governed and construed in accordance with the laws of England. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Partnership, Agency, Employment Relationship — This Agreement does not create any relationship in the nature of partnership, agency or employment.
Communications — Except as otherwise expressly provided, no communication from the Supplier to the Customer or vice versa shall have any validity unless made in writing.
Force Majeure — Neither party shall in any circumstances be liable to the other for any damages of any kind whatsoever including but not limited to any damages whether directly or indirectly caused to or incurred by the other party by reason of failure or delay in the performance of its obligations under this Agreement which is due to force majeure.
Each party shall use all reasonable endeavours to continue to perform its obligations under this Agreement for the duration of such Force Majeure event. However, if any such event prevents the Supplier from performing its obligations for a period in excess of 3 (three) months, the Customer may terminate this Agreement. If any party becomes aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part it shall forthwith notify the other by the most expeditious method then available and shall inform the other of the period which it is estimated that such failure or delay shall continue.
Change of ownership – In the event that the Customer is acquired or merged but still continues to trade as a going concern the Customer will continue to be liable to the Supplier for its obligations under these terms.
Notices – Written notice for the Supplier shall be sent to: Customer Services Manager:
145 London Road, Kingston upon Thames KT2 6SR. Written notice to the Customer shall be sent to the invoice address that is used for the Customer.
Payment for invoiced Goods is due within 30 days of invoice, in the currency of the invoice and drawn on a UK based bank or any other such method as agreed by the Supplier. Failure to pay all outstanding amounts by the due date may result in the withholding of further supplies to the Customer.
The preferred payment method is Direct Debit; please contact our Customer Service team on 0844 561 8166 for more information.
BACS payments should be made with the following details:
Bank: HSBC Bank PLC
Account Name: Wolters Kluwer (UK) Limited
Sterling – Account Number: 01401092 Sort Code: 40 – 42 – 18
IBAN: GB02MIDL40421801401092 BIC: MIDLGB22
Euro – Account Number: 57067035 Sort Code: 40 – 05 – 15
IBAN: GB37MIDL40051557067035 BIC: MIDLGB22
US$ – Account Number: 57792454 Sort Code: 40 – 05 – 15
IBAN: GB61MIDL40051557792454 BIC: MIDLGB22
Credit Cards: Phone 020 8247 1697