Last updated: 6 November 2026
1 Interpretation
1.1 The definitions and rules of interpretation in this Clause 1 apply in the Agreement.
Agreement: has the meaning given to it in Clause 2.2;
Authorised Users: those employees, agents and independent contractors of Subscriber who are authorised by Subscriber to use the Subscription;
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Charges: the amounts payable to Legalease under or in connection with this Agreement, including those charges set out in the Order Form;
Content: means any content or materials provided in connection with the Subscription;
Confidential Information: means all information of whatever nature or form that is disclosed (whether in writing, verbally or otherwise), obtained or created, under or in connection with this Agreement (whether prior to or after the Commencement Date) which is of a confidential or proprietary nature including: (a) the existence, terms and subject matter of this Agreement, and the negotiations relating to it; (b) the following information relating to either of the parties or their affiliated companies: (i) information regarding their business, affairs, and business plans; (ii) price lists, pricing structures, sales and marketing plans; (iii) information about employees, officers and other personnel; (iv) information about current and prospective clients, customers; (v) know-how, trade secrets, inventions, products, operations, processes, product information and unpublished information relating to intellectual property rights; and (vi) any other commercial, financial or technical information.
Contract Year: means a consecutive twelve-month period commencing on the Commencement Date as identified in the Order Form;
Data Protection Legislation: means all applicable laws relating to the processing of personal data, including the Data Protection Act 2018 and the UK GDPR (as defined in the 2018 Act);
Enterprise Terms: these Enterprise Terms and Conditions;
Force Majeure Event: means any event or sequence of events beyond a party’s reasonable control and which prevents it from, or delays it in, performing its obligations under this Agreement, including: (a) an act of God, flood, storm, drought, earthquake, or other natural disaster; (b) adverse weather conditions; (c) any cause or event arising out of or attributable to war, civil commotion or terrorist activity (or threat thereof); (d) any law, or any governmental order, rule or regulation; (e) fire or explosion; (f) labour dispute including strikes, industrial action, lockouts or boycott; (g) a shortage of raw materials; (h) power outages, blockages, or internet or telecoms failure; and (i) any epidemic or pandemic, including the COVID-19 pandemic, and compliance with any applicable governmental guidelines designed to prevent the spread of the relevant disease;
Invoice Frequency: has the meaning given to it in the Order Form;
Normal Business Hours: 8.00 am to 6.00 pm UK time, each Business Day;
Order: means an order for Subscription services signed by or accepted by Subscriber pursuant to Clause 2.2;
Order Form: means the document setting out the details of the Subscription, number of User Subscriptions and Charges payable among other agreed terms;
Payment Term: has the meaning given to it in the Order Form;
Subscriber: means the corporate or business entity identified as Subscriber in the Order Form;
Subscriber Data: the data provided by or on behalf of Subscriber (including the Authorised Users) to Legalease for the purpose of using the Subscription or facilitating Subscriber’s use of the Subscription, including all user input and any log-in details required to access such information;
Subscriber Materials: has the meaning given to it in Clause 8.2;
Subscriber Publication Materials: has the meaning given to it in Clause 8.3;
Subscription: the Subscription services provided by Legalease, as identified in the Order Form;
Term: has the meaning given to it in the Order Form;
Terms of Use: the terms of use made available by Legalease from time to time;
User Subscriptions: the user subscriptions purchased by Subscriber which entitle Authorised Users to access and use the Subscription and Content in accordance with this Agreement.
VAT: value added tax as charged in accordance with the Value Added Tax Act 1994;
Virus: any thing or device (including any software, code, file or programme) that may: (a) 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 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 (b) adversely affect the user experience of the Subscription, including worms, trojan horses, viruses, malware, software vulnerabilities and other similar things or devices;
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement. Words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender. Any words following the terms "including", "include", "in particular", "for example" or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. If there is an inconsistency between any of the provisions in these Enterprise Terms and: (i) any Special Terms set out in an Order, the Special Terms shall prevail; (ii) any provisions other than the Special Terms set out in an Order, these Enterprise Terms shall prevail; (iii) any other document referred to in these Enterprise Terms, these Enterprise Terms shall prevail.
2 Basis of agreement
2.1 These Enterprise Terms shall apply to all Orders to the exclusion of any other terms that Subscriber may seek to impose or incorporate (including on any purchase orders or similar), or which are implied by trade, custom, practice or course of dealing.
2.2 No binding contract shall be formed, and Legalease shall be under no obligation to provide the Subscription, until Subscriber has indicated its acceptance of the Order either expressly by signing an Order Form or by executing an Order Form online in such format as is stipulated by Legalease from time to time (which may include DocuSign or an online "tick-box" acceptance method) (each an "Order"), following which that Order and the Enterprise Terms shall together form a legal "Agreement".
2.3 Nothing in the Agreement shall prevent Legalease from entering into similar agreements with third parties, or from independently developing, using, selling or licensing materials, products or services which are similar to those provided under the Agreement.
3 Right to use the subscription and content
3.1 Subject to Subscriber complying with the provisions of the Agreement (including the restrictions set out in this Clause 3), Legalease hereby grants to Subscriber a non-exclusive, non-transferable licence, without the right to grant a sub-licence (save in respect of its Authorised Users), to permit the Authorised Users to use the Subscription for the Term solely for Subscriber’s internal business operations and subject always to use in accordance with the Terms of Use.
3.2 Subscriber shall promptly, following execution of an Order Form, provide Legalease with the name of each Authorised User. Legalease shall provide a user name and password with respect to each Authorised User to enable access to and use of the Subscription and Content.
3.3 Subscriber undertakes that:
(a) each Authorised User shall keep a secure password for their respective use of the Subscription and that each Authorised User keeps their password confidential;
(b) it will not allow 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 Subscription; and
(c) it shall maintain a written, up to date list of current Authorised Users and provide such list to Legalease within 5 Business Days of Legalease's written request at any time or times;
3.4 Subscriber shall not, and shall procure that each Authorised User shall not, access, store, distribute or transmit any Viruses, or any material during the course of use of the Subscription that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) is otherwise illegal or causes damage or injury to any person or property.
3.5 Subscriber shall not and shall procure that each Authorised User shall not:
(a) except to the extent expressly permitted under the Agreement, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Subscription and/or Content in any form or media or by any means (or attempt to do any of the foregoing);
(b) during the Term and for twelve (12) months after the Term, create or assist any third party to create, directly or indirectly, a product or service that competes with the Subscription;
(c) use the Subscription or Content to provide services to any third parties or otherwise demonstrate the Subscription to third parties;
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise exploit, or otherwise make available, the Subscription or Content to any third party except the Authorised Users on the basis set out in the Agreement;
(e) attempt to obtain, or assist third parties in obtaining, access to the Subscription or Content, except as provided under this Clause 3;
(f) access, extract, scrape, harvest, copy or reuse any part of the Subscription or Content using automated means, including bots, crawlers, scripts, AI tools, machine learning systems or similar technologies, or otherwise extract or download Content systematically or in bulk;
(g) use any Content for the purposes of training, fine-tuning, validating or otherwise developing artificial intelligence or machine learning models, or to create or enrich any dataset, database or product or service that competes with the Subscription or Legalease’s services, without Legalease's prior written consent, provided that this shall not prevent Subscriber or its Authorised Users from using reasonable amounts of Content within AI-enabled productivity or research tools solely for purposes otherwise permitted under this Agreement, where the tool does not retain the Content to train or improve its models and the use does not involve automated or bulk extraction; and/or
(h) fail to comply with any instructions communicated through technical measures, including robots.txt file and other access-control mechanisms.
3.6 Subscriber shall, without prejudice to its other obligations, use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription or Content and, in the event of any such unauthorised access or use, promptly notify Legalease in writing.
3.7 Legalease reserves the right to disable Subscriber’s (and any Authorised Users’) access to the Subscription and/or terminate the Agreement with immediate effect on written notice where Subscriber is in breach of this Clause 3.
3.8 The rights provided under this Clause 3 are granted to Subscriber only, and shall not be considered granted to any subsidiary or holding company of Subscriber.
3.9 Where Content is reproduced, summarised, referenced or otherwise reused with Legalease's written permission or as permitted by law, appropriate attribution to Legal 500 must be given, unless Legalease agree otherwise in writing.
3.10 Content is not intended to constitute legal or other professional advice, and should not be relied upon as such. Subscriber understands that the Subscription and Content may not immediately reflect the most recent changes in the market and Legalease cannot guarantee that all the Subscription and all Content is up to date at all times.
3.11 Legalease make no representations, warranties or guarantees, whether express or implied, that Subscription or Content is accurate, complete or up to date.
4 Subscription
4.1 Legalease shall provide the Subscription using reasonable care and skill.
4.2 Legalease reserves the right to amend the Subscription from time to time as necessary to comply with any applicable law or regulatory requirement, or for any other reason if the amendment does not materially affect the nature or quality of the Subscription. Legalease shall notify Subscriber of any such event as soon as reasonably possible.
4.3 Notwithstanding anything else in the Agreement, Legalease shall be entitled to suspend provision of the Subscription:
(a) where it is mandated to do so by a regulatory body or as reasonably necessary to enable Legalease to make any adjustments to the Subscription so as comply with all applicable laws and regulations;
(b) to investigate any breach or suspected breach by Subscriber (or Authorised User) of the Agreement, including of the Terms of Use and/or any other policies notified to Subscriber by Legalease from time to time; and/or
(c) for so long as there is any overdue sum owed to Legalease by Subscriber under the Agreement.
5 Data
5.1 Each party shall comply with the obligations applicable to it under the Data Protection Legislation.
5.2 Subscriber acknowledges that Legalease will process personal data relating to Authorised Users (and other personnel of Subscriber used under or in connection with the administration of the Agreement or Legalease’s business activities) in accordance with its Site Privacy Notice, a copy of which is available at https://www.legal500.com/info/trust-centre/privacy-notice-overview (or any successor URL from time to time).
6 Subscriber's obligations
6.1 Subscriber shall:
(a) provide Legalease with all necessary co-operation and support in relation to the Agreement and all necessary access to such information and equipment as may be required by Legalease to provide the Subscription;
(b) provide Legalease with Subscriber Data and Subscriber Materials;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement and ensure compliance by the Authorised Users;
(d) carry out all Subscriber responsibilities in the Agreement or otherwise agreed by the parties in writing, in each case in a timely and efficient manner, and in the event of any delays in Subscriber’s provision of such assistance as agreed by the parties, Legalease may adjust any agreed timetable or delivery schedule as reasonably necessary;
(e) obtain and maintain all necessary licences, consents and permissions required for Legalease to perform its obligations under the Agreement, including the Subscription, as may be notified by Legalease to Subscriber from time to time;
(f) permit Legalease to monitor and audit Subscriber’s use of the Subscription from time to time, including in respect of compliance with the Agreement (including the restrictions contained in Clause 3) and Subscriber acknowledges that Legalease may suspend Subscriber’s access to the Subscription at any time if Legalease has reasonable cause to believe that Subscriber is not acting in compliance with the Agreement;
(g) provide Subscriber Data in a secure and encrypted form; and
(h) be solely responsible for procuring and maintaining its network connections and telecommunications necessary in order to access the Subscription, and it shall be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Subscriber’s network connections or telecommunications links or caused by the internet.
6.2 Subscriber shall be responsible for and shall ensure compliance by all Authorised Users with the Terms of Use and any other policies notified to Subscriber by Legalease from time to time. A breach of this obligation shall be deemed to be a material breach of the Agreement, and shall also entitle Legalease to suspend provision of the Subscription immediately on notice to Subscriber. All Charges shall continue to be payable during any Service suspension except to the extent such suspension is caused by Legalease’s breach of the Agreement.
7 Charges and payment
7.1 Subscriber shall pay the Charges to Legalease for the Subscription in accordance with this Clause 7.
7.2 Legalease shall invoice Subscriber for the Charges in the Currency at the Invoice Frequency.
7.3 Subscriber shall pay each invoice submitted by Legalease in full and in cleared funds in the Currency to a bank account nominated in writing by Legalease within the Payment Term and time for payment shall be of the essence.
7.4 If Subscriber fails to make a payment due to Legalease under the Agreement by the relevant due date:
(a) Subscriber shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 7.4 will accrue at 4% a year above the Bank of England’s base rate from time to time;
(b) Legalease may disable Subscriber’s password, account and all Authorised Users’ access to the Subscription and Legalease shall be under no obligation to provide the Subscription while the invoice(s) concerned remain unpaid; and/or
(c) Legalease may terminate the Agreement with immediate effect on written notice if a sum remains overdue for more than 14 days.
7.5 All amounts and Charges stated or referred to in the Agreement:
(a) shall be payable in the Currency;
(b) are non-refundable; and
(c) are exclusive of any applicable value added tax, which shall be added to Legalease’s invoice(s) at the appropriate rate and payable at the same time as the underlying sum.
8 Proprietary rights
8.1 Subscriber acknowledges and agrees that Legalease (or its licensors) owns all intellectual property rights in the Subscription and Content throughout the world. Except as expressly stated in the Agreement, the Agreement does not grant Subscriber any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or interest in the Subscription or Content. All goodwill arising from use of the Subscription shall accrue solely to Legalease.
8.2 Subscriber hereby grants Legalease a paid-up, non-exclusive, worldwide, non-transferable licence to copy and modify any materials provided by Subscriber to Legalease (including Subscriber Data) ("Subscriber Materials") as necessary to provide the Subscription and fulfil its obligations under the Agreement.
8.3 Subscriber hereby grants Legalease a paid-up, non-exclusive, sub-licensable and perpetual licence to publish, reproduce, distribute, make available, display and adapt any materials provided by Subscriber to Legalease for publication on any of its platforms, websites, publications or any other distribution channels ("Subscriber Publication Materials").
8.4 Subscriber shall indemnify Legalease and keep Legalease indemnified against any and all losses, damages, liabilities, claims and costs that Legalease may suffer or incur as a result of any claim that Legalease’s use of Subscriber Materials, in accordance with the Agreement, infringes the intellectual property rights of a third party.
8.5 Legalease shall indemnify Subscriber against any and all losses, damages, liabilities, claims and reasonable costs that Subscriber may suffer or incur as a result of any claim that Subscriber’s use of the Subscription in accordance with this Agreement actually infringes the intellectual property rights of a third party. Notwithstanding the foregoing, Legalease shall have no liability to Subscriber to the extent that the alleged infringement is based on:
(a) a modification of the Subscription by anyone other than Legalease;
(b) Subscriber’s use of the Subscription in a manner contrary to the instructions given by Legalease; and
(c) Subscriber’s use of the Subscription after notice of the alleged or actual infringement from Legalease or any appropriate authority.
8.6 In the defence or settlement of any claim, Legalease may procure the right for Subscriber to continue using the Subscription, replace or modify the Subscription so that they become non-infringing, or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to Subscriber without any additional liability or obligation to pay liquidated damages or other additional costs to Subscriber, save that where this Agreement is terminated in accordance with this Clause 8.6, Legalease shall refund to Subscriber, on a pro rata basis, any Charges paid in advance by Subscriber in respect of the period following the date of termination for which the Subscription will not be provided.
8.7 Clauses 8.5 and 8.6 state Subscriber's sole and exclusive rights and remedies, and Legalease's entire obligations and liability, for infringement of any intellectual property right, subject to Clause 10.
8.8 Where one party ("Indemnifying Party") agrees to indemnify the other party ("Indemnified Party") under the Agreement, such indemnity is subject to the Indemnified Party complying with the following process in the event that a third party claim arises:
(a) the Indemnified Party must promptly and fully notify the Indemnifying Party in writing of such claim;
(b) the Indemnified Party must forward all correspondence and related documents relating to the claim to the Indemnifying Party promptly on receipt;
(c) the Indemnified Party must not make any admission of liability, settlement or compromise without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed);
(d) the Indemnified Party must give the Indemnifying Party express authority to conduct all negotiations and litigation and to defend and/or settle all litigation arising from such claim;
(e) the Indemnified Party must provide the Indemnifying Party with all available information and assistance in relation to such claim as the Indemnifying Party may reasonably require at the Indemnifying Party’s cost and expense; and
(f) if within ninety (90) days after the Indemnifying Party’s receipt of notice of any such claim, the Indemnifying Party fails to take action to defend or settle such claim, the Indemnified Party may at the Indemnifying Party’s expense undertake the defence, compromise, or settlement of the claim as it sees fit.
8.9 The Indemnified Party shall not be entitled to be indemnified pursuant to this Agreement in respect of any losses, damages, liabilities, claims and costs to the extent that the Indemnifying Party can demonstrate that such losses, damages, liabilities, claims and costs have been caused or increased as a result of any failure by the Indemnified Party to comply with its obligations under this Agreement.
9 Confidentiality
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall 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 other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2 Subject to Clause 9.4, each party 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 as strictly necessary to perform its obligations under the Agreement.
9.3 Each party 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 the Agreement.
9.4 A 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 it is legally permitted to do so, it 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 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.6 The above provisions of this Clause 9 shall survive termination of the Agreement, however arising.
9.7 Notwithstanding the provisions of this Clause 9, Legalease may announce and/or publish that Subscriber is a customer of Legalease and/or uses the Subscription. Legalease shall comply with all reasonable branding guidelines provided to Legalease by Subscriber in this regard.
10 Liability
10.1 Legalease shall not have any liability under the Agreement, including any failure in the Subscription, that arises as a result of:
(a) act or omissions of Subscriber or Subscriber’s contractors, employees, agents or other persons for whom Subscriber is responsible; or
(b) use of the Subscription and/or Content contrary to Legalease’s instructions or not in accordance with the Agreement; or
10.2 Legalease:
(a) does not warrant that Subscriber’s use of the Subscription will be entirely uninterrupted or error-free or that the Subscription or Content will meet Subscriber’s requirements; and
(b) is not responsible for any delays, failures or any loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Subscriber acknowledges that the Subscription may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10.3 Except as provided in the agreement, 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 the agreement, and the services are provided to Subscriber on an "as is" basis.
10.4 Subject to clause 10.6, Legalease shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
(a) loss of profits, loss of revenue, depletion of goodwill or reputation, loss or corruption of data or information, or loss of management time; or
(b) special, punitive, consequential or indirect loss.
10.5 Subject to clauses 10.4 and 10.6, the aggregate liability of the Legalease during a Contract Year for any losses incurred by the Subscriber in relation to the agreement shall be limited to a sum equal to 200% of the total Charges paid by Subscriber to Legalease under the Agreement during that Contract Year.
10.6 Nothing in the Agreement shall exclude or limit a party’s liability for:
(a) death or personal injury arising from its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability to the extent that such liability may not be excluded or limited as a matter of law.
10.7 Subscriber agrees that double recovery is not permitted. To the extent that any loss, damage or other liability suffered by the Subscriber in connection with the Subscription is also recoverable by an Authorised User under the Terms of Use, we shall have no liability to the Subscriber under this Agreement in respect of such loss, damage or liability and Legalease's total aggregate liability to the Subscriber and all its Authorised Users under the same Subscription, taken together, shall not exceed the liability cap as set out in clause 10.5 of this Agreement.
11 Term and termination
11.1 The Agreement shall commence on the Commencement Date and shall continue for the Term after which it shall automatically terminate, unless terminated earlier in accordance with the provisions of the Agreement
11.2 Either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party commits any material breach of any of the provisions of the Agreement and, in the case of a breach capable of remedy, fails to remedy such breach within 30 days of receipt of a written notice from the party giving full particulars of the breach and requiring it to be remedied (and failure by Subscriber to pay any Charges on the due date shall be deemed a material breach of the Agreement).
11.3 Legalease may terminate the Agreement with immediate effect by giving written notice to Subscriber in accordance with Clause 3.7 (breach of Subscriber obligations).
11.4 Either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party becomes the subject of any insolvency related event or proceedings (including bankruptcy, administration, receivership or liquidation) (or is subject to any similar or equivalent event or proceedings in any jurisdiction).
11.5 On termination of the Agreement for any reason:
(a) Subscriber shall immediately pay to Legalease all of Legalease’s outstanding unpaid invoices and interest and, in respect of Subscription supplied but for which no invoice has been submitted, Legalease shall submit an invoice, which shall be payable by Subscriber immediately on receipt;
(b) Subscriber shall immediately cease, and shall procure that all Authorised Users immediately cease, all use of the Subscription and any Content that is made available only to subscribers, and shall permanently delete (and procure the permanent deletion by all Authorised Users of) any such Content that has been downloaded, copied or otherwise stored outside the Subscription, provided that Subscriber and its Authorised Users shall not be required to delete or cease using any Content which, prior to termination or expiry, was publicly available (without being behind a pay or registration wall);
(c) Legalease may destroy or otherwise dispose of any of the Subscriber Data in its possession, unless Legalease receives, no later than ten days after the effective date of the termination of the Agreement, a written request for the delivery to Subscriber of the then most recent back-up of the Subscriber Data. Legalease shall use commercially reasonable endeavours to deliver the back-up to Subscriber within 45 days of its receipt of such a written request, provided that Subscriber has, at that time, paid all fees and Charges outstanding at and resulting from termination (whether or not due at the date of termination). Subscriber shall pay all reasonable expenses incurred by Legalease in returning or disposing of Subscriber Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
11.6 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
12 Force majeure event
12.1 Notwithstanding anything else in this Agreement, where a Force Majeure Event occurs a party shall not be liable to the extent that it is delayed in or prevented from performing its obligations under this Agreement due to the Force Majeure Event, and the obligations of the party affected by the Force Majeure Event shall be suspended for the duration of the Force Majeure Event.
12.2 The non-performing party shall:
(a) notify the other party of the Force Majeure Event and its expected duration;
(b) use its reasonable endeavours to minimise the effects of the Force Majeure Event; and
(c) keep the other party informed of the status of the Force Majeure Event and its impact on the performance of its obligations under this Agreement.
13 General
13.1 No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.2 No failure or delay by a party to exercise any right or remedy provided under the Agreement 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.
13.3 Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
13.4 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. 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.
13.5 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement. Nothing in this Clause 13.5 shall limit or exclude any liability for fraud.
13.6 Subscriber shall not, without the prior written consent of Legalease, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
13.7 Nothing in the Agreement is intended to or shall be construed as establishing or implying any partnership, joint venture or agency of any kind between the parties, and neither party shall have authority to act in the name of or to otherwise bind the other party in any way.
13.8 The Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999.
13.9 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out below or such other address as may have been notified by that party for such purposes or sent by email to the address as may have been notified by that party. Notwithstanding the above, if any party commences legal proceedings relating to the Agreement, the claim form or other process by which it is started may not be served by email.
Legalease:
Address: 188 Fleet Street, London, United Kingdom, EC4A 2AG
Email: [email protected]
Subscriber:
Address: as set out in the "Subscriber Contact Details" section of the Order Form
Email: as set out in the "Subscriber Contact Details" section of the Order Form
13.10 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission, provided that no automatic delivery failure message is received by the sender.
14 Governing law and jurisdiction
14.1 This Agreement 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.
14.2 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 this Agreement or its subject matter or formation (including non-contractual disputes or claims).