Effective date: 22 June 2020
The following Law Firm Profile Terms will apply when you agree to purchase a Law Firm Profile Subscription from us. These should be read in conjunction with the Master Terms that will also apply.
2.1 Where used in these Law Firm Profile Terms:
(a) 'Chambers Contact' means the person nominated from time to time by Chambers as your point of contact in relation to creation and finalisation of the Law Firm Profile;
(b) 'Customer Marks' means your firm name and any brand names, logos or signs used by you in relation to your services which you make available for use (in such form or medium as we reasonably request) in the Law Firm Profile;
(c) 'Law Firm Profile' means a text profile of your firm including key information, information about individual departments and your lawyers;
(d) 'Law Firm Profile Contributions' means information provided by you for potential inclusion in the Law Firm Profile;
(e) 'Law Firm Profile Deadlines' means the dates notified to you by Chambers (which may be amended or updated by us from time to time) by which you must submit any Law Firm Profile Contributions, referee information or feedback requested by Chambers;
(f) 'Law Firm Profile Order Form' means the form provided by Chambers which must be completed and signed on your behalf, confirming the details of the Law Firm Profile Subscription;
(g) 'Law Firm Profile Subscription' means an annual subscription under which your Law Firm Profile will appear in the Publications specified in the Law Firm Profile Order Form / relevant Product Description;
(h) 'Law Firm Profile Subscription Term' means the duration of the Law Firm Profile Subscription specified in the Law Firm Profile Order Form / relevant Product Description;
(i) 'Publication' means any guide, directory or material published by Chambers in any medium in which the Law Firm Profile will be published as specified in the Law Firm Profile Order Form / relevant Product Description;
(j) 'Research Analytics Data' means data which is expressly made available for you to download using the Research Analytics Services, which includes Chambers statistical data relating to your firm rankings and team mentions in the Publications specified in the Law Firm Profile Order Form / relevant Product Description and may also include statistical data relating to previous editions of the specified Publications.
(k) 'Research Analytics Services' means online access services which enable you to view and download Research Analytics Data that relates to your firm.
(l) expressions defined in the Master Terms and used in these Law Firm Profile Terms have the meaning set out in the Master Terms; and
(m) the rules of interpretation set out in clause 2 of the Master Terms shall apply to these Law Firm Profile Terms.
3.1 You warrant, agree and undertake:
(a) to co-operate and collaborate with the Chambers Contact to provide all reasonable Law Firm Profile Contributions and assistance necessary by the Law Firm Profile Deadline for us to create and finalise the Law Firm Profile;
(b) to take all reasonable care in preparing the Law Firm Profile Contributions, including checking for typographical errors;
(c) if requested by us, to read, check and correct proofs of the Law Firm Profile (or part thereof) sent to you by us and to return them to us within 14 days from receipt. If you do not within such time notify us of any corrections which may be required to be made, we shall be entitled to proceed with physical publication of the Law Firm Profile in the Publications and such non-notification shall be deemed to constitute confirmation that the content of the Law Firm Profile is true and accurate;
(d) to correct the online Law Firm Profile immediately upon becoming aware of any errors in it;
(e) to advise us if, at any time during the Law Firm Profile Subscription Term, any part of the Law Firm Profile Contributions or Law Firm Profile is affected by commercial or legislative developments which might make it necessary or advisable for the same to be amended, altered or updated, and to make necessary changes immediately online;
(f) that all statements purporting to be facts in the Law Firm Profile Contributions are true and correct;
(g) that any Law Firm Profile Contributions will not contravene any applicable law or regulation, or contain an defamatory content;
(h) that you (and/or your licensors) are the owner of all Intellectual Property Rights in the Customer Marks, Law Firm Profile Contributions and any other material supplied to us in relation to these Law Firm Profile Terms and we shall be entitled to see evidence to this effect on request;
(i) that our use of the Customer Marks (where applicable) and Law Firm Profile Contributions inaccordance with these Law Firm Profile Terms will not infringe the rights of any third party;
(j) that you have sought and received permission to name clients, and provide details of such clients as you may provide to us in connection with these Law Firm Profile Terms; and
(k) to indemnify us and keep us at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision reasonable legal costs), awards, damages however arising directly or indirectly as a result of any breach or non-performance by you of any of your undertakings, warranties or obligations under these Law Firm Profile Terms.
3.2 You understand and accept that:
(a) we cannot be held responsible for making any alterations or corrections to proofs or Law Firm Profile Contributions which are submitted after the Law Firm Profile Deadline; and
(b) we shall have full editorial control over the Law Firm Profile and its Publications, and you agree not to attempt to influence the customers we accept or the content of the Publications.
4.1 You hereby grant to Chambers a perpetual and non-exclusive licence (including the right to sublicense) to use the Customer Marks to create the Law Firm Profile, to publish the Law Firm Profile in the Publications and as otherwise necessary to use, store and copy the Law Firm Profile and to distribute and make it available to third parties within the course of conducting our business.
4.2 You acknowledge and accept that following expiry of the Law Firm Profile Subscription Term or termination of these Law Firm Profile Terms, Chambers may continue to use the Customer Marks in online archived versions of the Publications, and otherwise in accordance with clause 4.1 above.
4.3 Title to and ownership of all Intellectual Property Rights embodied by or otherwise incorporated into the Customer Marks shall remain with you.
4.4 In consideration of our provision of the Law Firm Profile Subscription, you hereby assign to us absolutely with full title guarantee all the present and future Intellectual Property Rights in the Law Firm Profile Contributions.
4.5 If applicable and set out in the relevant Product Description, we hereby grant you a nonexclusive licence (without the right to sub-licence) to use the Marks in order to promote the Law Firm Profile for the Law Firm Profile Subscription Term, subject to the instructions for use in the Law Firm Profile Order Form, and as otherwise provided by us from time to time. For the avoidance of doubt, no licence to use the Marks is granted to you so far as this is not expressly set out in the Product Description applicable to your Law Firm Profile Subscription.
5.1 If the Research Analytics Services are specified as being included within your Law Firm Profile Subscription and set out in the Law Firm Profile Order Form / relevant Product Description, we hereby grant you (through your Authorised Users) a non-exclusive, nontransferable and non-sublicensable right to online service access and use of the Research Analytics Services during the Law Firm Profile Subscription Term in relation to the Publications specified in the Law Firm Profile Order Form / relevant Product Description, for the purposes described in sub-clause 5.2 only.
5.2 Any rights granted to you under sub-clause 5.1, shall entitle you (through your Authorised Users) to access and use the Research Analytics Services as follows:
(a) to view, dowload and retain your Research Analytics Data for your internal business purposes and analysis;
(b) to view and download your Research Analytics Data for marketing purposes, provided that you shall procure that all copies, excerpts and information sourced from the Research Analytics Services be marked with an appropriate credit in the following terms, or such other terms as Chambers may specify from time to time, and include a backlink to the original Publication online where applicable: [from Chambers Guide [year of publication]]
5.3 You acknowledge that the Research Analytics Services do not include: (a) any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet to be able to use the Research Analytics Services (in accordance with the applicable minimum technical specifications as provided by Chambers to its customers from time to time) and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with its use of the Research Analytics Services); or
(b) data custodian, back up or disaster recovery facilities.
5.4 You acknowledge that no rights to the Research Analytics Services or any information contained therein will be acquired by you other than as specifically set out in these Terms. All Intellectual Property Rights throughout the world in the Research Analytics Services and the Research Analytics Data remain owned by and vested in Chambers to the fullest extent possible.
5.5 You acknowledge and agree that any and all Research Analytics Data provided by the Research Anlytics Services is not guaranteed to continue to be available in the future and that you will download and, if needed, save any particular Research Analytics Data that you want to preserve.
5.6 You undertake that you shall use the Research Analytics Services at all times in accordance with clause 9 of the Master Terms (Online Service Access).
5.7 You acknowledge that no liability or obligation is accepted by Chambers (howsoever arising whether under contract, tort, in negligence or otherwise):
(a) that the Research Analytics Services shall meet your individual needs, whether or not such needs have been communicated to Chambers;
(b) that the operation of the Research Analytics Services shall not be subject to minor errors or defects; or
(c) that the Research Analytics Services shall be compatible with any other software or service or with any hardware or equipment.
5.8 For the avoidance of doubt, no licence to use the Research Analytics Services is granted to you so far as this is not expressly set out in the Product Description applicable to your Law Firm Profile Subscription.
set out in the Product Description applicable to your Law Firm Profile Subscription.