Hogan Lovells Digital Client Solutions – Subscription Terms

Hogan Lovells Digital Client Solutions is a site (the "Site") operated by Hogan Lovells International LLP ("HLI"). By clicking "accept" You accept these Subscription Terms and agree to comply with them to receive the subscription services provided by Hogan Lovells via https://digital-client-solutions.hoganlovells.com or any other website notified to You by HLI from time to time (the "Services"). "Contract" means the contract between You and HLI for the Services incorporating these Subscription Terms;

You acknowledge that Your use of the Services does not give rise to a lawyer-client relationship between You and HLI.

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 these Subscription Terms ("User Subscriptions"), HLI 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:

(a) the maximum number of Authorised Users that You authorise to access and use the Services will not exceed the number of User Subscriptions You have purchased from time to time;

(b) the User Subscriptions will be valid only for the Subscription Period You have purchased and You will ensure that they are not used following the end of the Subscription Period;

(c) You will 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 will no longer have any right to access or use the Services;

(d) each Authorised User will keep a secure password for their use of the Services, and that each Authorised User will keep their password confidential;

(e) You will maintain a written, up to date list of current Authorised Users and provide such list to HLI within 15 business days of HLI’s written request at any time or times;

(f) You will permit HLI to audit Your and Your Authorised User's use of the Services to confirm the use is in accordance with these Subscription Terms including the name of each Authorised User. Such audit may be conducted no more than once per calendar quarter, at HLI’s expense, and this right will be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the normal conduct of Your business;

(g) 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 HLI’s other rights, You will promptly disable such passwords and HLI will not issue any new passwords to any such individual; and

(h) if any of the audits referred to in clause 1.2(f) reveal that You have underpaid, then without prejudice to HLI’s other rights, You will pay to HLI an amount equal to such underpayment as calculated by HLI in reference to its current pricing within 10 business days of the date of the relevant audit.

1.3 You will not and will ensure that Your Authorised Users will not access, store, distribute or transmit any thing or device (including any software, code, file or program) 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 program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program 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:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; and/or

(f) is otherwise illegal or causes damage or injury to any person or property,

and HLI reserves the right, without liability or prejudice to its other rights, to disable access to any service, device or material that breaches the provisions of this clause.

1.4 You will not and will ensure that Your Authorised Users do not:

(a) 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:

(i) 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 HLI as part of the Services (the "Software") in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access all or any part of the Services to build a product or service which competes with the Services; or

(d) 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

(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 1.

1.5 You will 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 HLI.

1.6 The rights provided under this clause 1 are granted to You only, and will 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 HLI will 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 will notify HLI in writing. HLI will evaluate such request for additional User Subscriptions and respond to You with approval or rejection of the request. Where HLI approves the request, HLI will 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. SERVICES

3.1 HLI will, during the Subscription Period, provide the Services to You on and subject to the terms of these Subscription Terms.

3.2 HLI will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 22.00 to 02.00 UK time; and

(b) unscheduled maintenance performed outside normal business hours, provided that HLI has used reasonable endeavours to give You at least 6 hours' notice in advance.

3.3 While HLI makes reasonable efforts to ensure the accuracy of the Services, it does not warrant that they are free from errors. The operations of some aspects of the Services (such as chat functions) are by their nature liable to be imperfect or imprecise on occasion.

4. YOUR DATA

4.1 You will own all right, title and interest in and to all of Your Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of all data contributed by You ("Your Data").

4.2 In so far as any of Your Data includes personal data, HLI will process that data as data controller in accordance with the privacy notices placed on the Hogan Lovells Digital Client Solutions site. It will be Your responsibility to bring the terms of those notices to the attention of Your Authorised Users.

4.3 HLI will comply with its obligations under applicable data protection law, but is not otherwise responsible for the security of Your Data or for any loss or damage thereto.

5. THIRD PARTY PROVIDERS

5.1 You acknowledge that the Services may enable or assist You to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that You and Your Authorised Users do so solely at Your and their own risk.

5.2 HLI makes no representation, warranty or commitment and will 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.

5.3 Any contract entered into and any transaction completed via any third-party website is between You or Your Authorised Users and the relevant third party, and not HLI. HLI recommends that You refer to the third party's website terms and conditions and privacy policy before using the relevant third-party website. HLI does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6. HLI'S OBLIGATIONS

6.1 Subject to clause 3.3, HLI undertakes that the Services will be performed with reasonable skill and care.

6.2 The undertaking in clause 6.1 will not apply to the extent of any non-conformance which is caused by use of the Services contrary to HLI’s instructions, or modification or alteration of the Services by any party other than HLI or HLI’s duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, HLI will, 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 Your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, HLI:

(a) does not warrant that Your use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by You through the Services will meet Your requirements; and

(b) 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 will not prevent HLI 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 HLI warrants that it has and will 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 will:

(a) provide HLI with:

(i) all necessary co-operation in relation to these Subscription Terms; and

(ii) all necessary access to such information as may be required by HLI,

to provide the Services, including but not limited to Your Data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to Your activities under these Subscription Terms;

(c) ensure that You have full capacity and authority to enter into and to perform Your obligations under these Subscription Terms (including in respect of all Authorised Users);

(d) carry out all Your 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, HLI may adjust any agreed timetable or delivery schedule as reasonably necessary;

(e) ensure that the Authorised Users use the Services in accordance with the terms and conditions of these Subscription Terms, and will be responsible for any Authorised User's breach of these Subscription Terms;

(f) obtain and maintain all necessary licences, consents, and permissions necessary for HLI, its contractors and agents to perform their obligations under these Subscription Terms, including without limitation the Services;

(g) ensure that Your network and systems comply with the relevant specifications provided by HLI from time to time; and

(h) be solely responsible for procuring and maintaining Your network connections and telecommunications links from Your systems to HLI’s data centres, and for 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 will pay the appropriate subscription fees to HLI for the User Subscriptions.

8.2 If HLI has not received payment within 10 business days after the due date, and without prejudice to any other rights and remedies of HLI:

(a) HLI may, without liability to You, disable Your passwords, account and access to all or part of the Services and HLI will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest will 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:

(a) will be payable in pounds sterling;

(b) are non-cancellable and non-refundable; and

9. PROPRIETARY RIGHTS

9.1 You acknowledge and agree that HLI 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 HLI 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. CONFIDENTIALITY

10.1 HLI and You may each be given access to information of a confidential nature ("Confidential Information") by the other party to perform the receiving party’s obligations under these Subscription Terms. Confidential Information will not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the receiving party's lawful possession before the disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2 Subject to clause 10.4, HLI and You will hold the other party's Confidential Information in confidence and not make the other party's Confidential Information available to any third party, or use the other party's Confidential Information for any purpose other than the implementation of these Subscription Terms.

10.3 Each party will take all reasonable steps to ensure that the other party's Confidential Information to which the receiving party has access is not disclosed or distributed by the receiving party’s employees or agents in violation of the terms of these Subscription Terms.

10.4 Either party 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 the disclosing party is legally permitted to do so, the disclosing party gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, the disclosing party takes into account the reasonable requests of the other party in relation to the content of such disclosure.

10.5 Neither HLI nor You will 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 HLI’s Confidential Information.

10.7 Neither party will make, or permit any person to make, any public announcement concerning these Subscription Terms without the prior written consent of the other party (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.

10.8 The provisions of this clause 10 will survive termination of the Contract however arising.

11. INDEMNITY

11.1 You will defend, indemnify and hold harmless HLI 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:

(a) You are given prompt notice of any such claim;

(b) HLI provides reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and

11.2 HLI will defend You against any claim that the Services infringe any United Kingdom patent effective as of the date of Your initial subscription, copyright, trade mark, database right or right of confidentiality, and will indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:

(a) HLI is given prompt notice of any such claim;

(b) You provide reasonable co-operation to HLI in the defence and settlement of such claim, at HLI’s expense; and

11.3 In the defence or settlement of any claim, HLI 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 5 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 will HLI, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:

(a) a modification of the Services by anyone other than HLI; or

(b) Your use of the Services in a manner contrary to the instructions given to You by HLI; or

11.5 This clause 11 and clause 12.3(b) states Your sole and exclusive rights and remedies, and HLI’s (including HLI’s 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:

(a) You assume sole responsibility for results obtained from the use of the Services by You, and for conclusions drawn from such use. HLI will have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to HLI by You in connection with the Services, or any actions taken by HLI at Your direction;

(b) 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

12.2 Nothing in these Subscription Terms excludes the liability of HLI:

(a) for death or personal injury caused by HLI’s negligence; or

(b) for fraud or fraudulent misrepresentation.

12.3 Subject to clause 12.1 and clause 12.2:

(a) HLI will not be liable whether in tort (including without limitation 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

(b) HLI’s total aggregate liability to You in contract (including in respect of the indemnity in clause 11.2), tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Subscription Terms will be limited to £100,000.

13. TERM AND TERMINATION

13.1 These Subscription Terms will, unless otherwise terminated as provided in this clause 13, start on the date of acceptance by You and terminate at the end of 12 months after the date of acceptance by You (“Subscription Period”). Without affecting any other right or remedy available to it, HLI or You may terminate these Subscription Terms with immediate effect by giving written notice to the other party if:

(a) the other party 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;

(b) the other party 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

(c) the other party repeatedly breaches any of the terms of these Subscription Terms in such a manner as to reasonably justify the opinion that the breaching party’s conduct is inconsistent with the breaching party 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:

(a) all licences granted under these Subscription Terms will immediately terminate and You and Your Authorised Users will immediately stop all use of the Services;

(b) HLI and You will each return and make no further use of any equipment, property, or other items (and all copies of them) belonging to the other party;

(d) 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 will not be affected or prejudiced.

14. FORCE MAJEURE

HLI will 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 HLI or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic, pandemic, war, riot, civil commotion, malicious damage, epidemic or pandemic, 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. VARIATION

HLI may vary these Subscription Terms on notice to You at any time.

16. WAIVER

No failure or delay by a party to exercise any right or remedy provided under these Subscription Terms or by law will constitute a waiver of that or any other right or remedy, nor will 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 will prevent or restrict the further exercise of that or any other right or remedy.

17. RIGHTS AND REMEDIES

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. SEVERANCE

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 will 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 will apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19. ASSIGNMENT

19.1 You will not, without the prior written consent of HLI, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these Subscription Terms.

19.2 HLI 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

Nothing in these Subscription Terms is intended to or will operate to create a partnership between the parties, or authorise either party to act as agent for the other party, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other party 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

These Subscription Terms do not confer any rights on any person or party (other than to HLI and You) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22. ENTIRE AGREEMENT

22.1 These Subscription Terms constitute the entire agreement between the parties in respect of the Services and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.

22.2 Each party acknowledges that in entering into the Contract it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Subscription Terms.

22.3 Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Subscription Terms or in the Services.

23. NOTICES

23.1 Any notice required to be given under these Subscription Terms will be in writing and will be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party. Notices to HLI should be addressed to the General Counsel, Hogan Lovells International LLP, Atlantic House, 50 Holborn Viaduct, London EC1A 2FG, or such other address as HLI may notify You for the purpose of the service of notices.

23.2 A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in normal business hours, at 09.00 on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or special delivery post will be deemed to have been received at the time at which it would have been delivered in the normal course of post.

24. GOVERNING LAW

These Subscription Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.

25. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales will 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).