Chambers and Partners
Master Terms & Conditions ('Master Terms')
Effective date: 22 June 2020
These terms and conditions govern the contract between us, Orbach and Chambers Limited (trading as 'Chambers & Partners') incorporated in England (number 00969186) whose registered office is at 3 Waterhouse Square, 138 Holborn, London, United Kingdom EC1N 2SW ('Chambers','we', 'us' and 'our' being interpreted accordingly); and you, the customer ('you' and 'your' being interpreted accordingly) when you purchase Products from us. These Master Terms should also be read in conjunction with any Specific Product Terms that will also apply from time to time. We may amend these Master Terms from time to time. The version that applies to your purchase will be the version which is effective on the date that you place your order with us, as outlined above.
2.1 Where used in these Master Terms:
(a) 'Authorised Users' those of your current employees, agents and independent contractors who you authorise to use a Product online (from time to time);
(b) 'Content' means any articles, reports, research, commentary, quotations, listings, data and other written material contained in our Products or that we may publish (in any medium) from time to time;
(c) 'Goods' means any physical or digital goods purchased by you;
(d) 'Product Charge' means the charge payable by you to us in respect of a Product, as specified in the relevant Specific Product Order Form;
(e) 'Product Description' means the document made available to you by us in writing (which may be online at such address notified to you) from time to time which sets out a description of the Product ordered, and other available Product tiers;
(f) 'Products' means Goods and/or Services;
(g) 'Services' means any services purchased by you, whether as a single purchase or subscription;
(h) 'Specific Product Order Form' means an order form attached to Specific Product Terms, in the form set out in the Schedules to these Master Terms, which must be completed and signed on your behalf, confirming the details of the Product you wish to purchase;
(i) 'Specific Product Terms' means additional terms and conditions applying to particular Products purchased by you, as set out in the Schedules to these Master Terms;
(j) any reference to legislation means applicable legislation as amended, replaced or reenacted from time to time; references to any party includes that party's permitted assignees or successors in title; any phrase introduced by the words 'including', 'include' and 'in particular' is illustrative and does not limit the sense of the preceding words.
2.2 Any other terms or conditions purported to be incorporated into these Master Terms or Specific Product Terms through any other document (including where you issue a customer purchase order, or your own terms of purchase) or that may be implied through course of dealing or otherwise re excluded to the fullest extent permitted by applicable law. In the event of any conflict or inconsistency, these Master Terms prevail over Specific Product Terms that, in turn, prevail over any other document or terms claimed to apply to your purchase.
3.1 You may place a Product order by sending us a completed and signed Specific Product Order Form.
3.2 You are responsible for ensuring that your order is complete and accurate.
3.3 Each Specific Product Order Form confirms the details of the Product to be purchased and shall be subject to the corresponding Specific Product Terms for that Product.
3.4 We may amend any of the Specific Product Terms from time to time. The version that applies to your purchase will be the version which is effective on the date in the applicable Specific Product Order Form that you place your order with us.
4.1 We are under no obligation to accept (and reserve the right to reject) any order submitted for Products. Your order shall only be deemed accepted and a contract entered into between us when we issue an invoice in respect of that order, or at our discretion, when we issue express written confirmation of our acceptance of your order prior to the invoice.
4.2 If we do not accept an order, we will inform you of this in writing within a reasonable period and will not issue an invoice for the Product Charge.
4.3 Any prices for Products displayed on our website or provided by us prior to your order being accepted by us are indicative only. We reserve the right to amend or correct any prices prior to us accepting your order although will endeavour to notify you prior to our acceptance and, in which case, we will give you the opportunity to accept or cancel your order as a result (provided this is done without delay in writing).
4.4 Charges and any other sums due hereunder for Products are payable in accordance with the Specific Product Terms or unless otherwise specified, within 30 days of us issuing our invoice to you. In the event that any such charges or other sums are not paid to us when due, without prejudice to our other legal rights or remedies, we may charge interest on the overdue amounts (credited daily and compounded monthly) at a rate of 4% above the base rate of Barclays Bank plc from time to time in force and accruing after as well as before judgement.
4.5 In relation to any Products that you receive on an ongoing subscription or licensed basis, we reserve the right to amend our applicable subscription and/or license fees from time to time giving you at least 60 days' written notice. Where you do not accept such amendment, you may terminate the applicable subscription and/or licence agreement, provided that you must do so by serving us with written notice that we must receive prior to the proposed amendment coming into effect.
4.6 Unless we agree otherwise all amounts must be paid to us in cleared funds and in UK pounds sterling and are exclusive of value added tax or other applicable taxes as well as any applicable bank or delivery charges, customs or import duties or levies that are chargeable hereunder at the relevant amount or rate in force at the time of delivery. For the avoidance of doubt, the GPG Charge is exclusive of any customs or import duties, taxes, levies or other official fees payable on export or import, which shall, where applicable, be paid by you.
4.7 Where we accept that charges and other sums due from you are payable in a currency other than UK pounds sterling then details of such other currency and the applicable rate of exchange used by us (together with our administration fees) shall be set out in our invoice ('Base Rate'). If, on the date of payment being due hereunder, the applicable rate of exchange between UK pounds sterling and the relevant currency differs from the Base Rate by 5% or more then we shall be entitled on written notice to adjust the applicable sums payable under such invoice accordingly to take account of such difference in the exchange rate (and those sums shall be payable as adjusted).
4.8 All sums due to us in relation to Products supplied to you will be paid in full without any setoff, counterclaim or deduction whatsoever.
4.9 You shall make all payments in relation to Products without withholding or deduction of, or in respect of, any tax, levy, impost, duty, charge or fee unless required by law. If any such withholding or deduction is required, you shall, when making the payment to which the withholding or deduction relates, pay to Chambers such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required.
4.10 Unless otherwise stated in Product Specific Terms, we may cancel a Product order up to 14 days after we accept your order in accordance with the above sub-clause 4.1, and you will be entitled to a refund of the Product Charge if it has already been paid to us.
4.11 Unless otherwise stated in Product Specific Terms, where you cancel any Product order up to 14 days after we accept your order, but subject to clauses 4.12 and 4.13, you will be entitled to a refund of the Product Charge if it has already been paid to us.
4.12 Where you cancel any Product order more than 14 days after we accept your order, or you cancel any Product order after physical items ordered are in production or relevant text has gone to press, you will be liable for full payment of the Product Charge.
4.13 Where you cancel or reject any Product order that we have accepted without our prior express authorisation (whether in whole or in part), we will be entitled to levy additional charges in respect of any additional expenditure, resources, fees, costs and losses that we may incur arising from such cancellation or rejection, such as but not limited to reprographic, printing, shipping or delivery charges.
4.14 We reserve the right to postpone or suspend the provision of Products immediately on written notice if any amounts payable by you to us remain in arrears until all outstanding sums are paid in full. We reserve the right to charge you for any additional costs, surcharges, penalties and liabilities that we incur in the event that we have to suspend or recommence performance in these circumstances. You accept that after suspension, our
recommencement may also be made conditional upon you agreeing to pay future fees in advance, at our reasonable discretion.
4.15 In the event that any charges or other sums payable to us are overdue and you fail to pay the amounts due within 7 days of our final written demand for payment we also reserve the right (without prejudice to our other rights and remedies) to treat such non-payment as a material breach by you of these Master Terms and Specific Product Terms.
5.1 In consideration of you paying all charges and other sums due in accordance with these Master Terms and Specific Product Terms we agree:
(a) In relation to Goods, to provide them in material conformance with their description and/or
(b) in relation to the Services, provide them as materially described and using reasonable care and skill.
5.2 You agree that in order for us to properly and efficiently provide Goods or perform Services must ensure you, as well as your agents, representatives and employees, cooperate with us and provide timely, complete and accurate information when requested. We will not be responsible for any default, failure or delay in performing our obligations where caused by your failure or delay in complying with your obligations under these Master Terms or Specific Product Terms.
5.3 You acknowledge that while we agree to perform our obligations in accordance with these Master Terms and any Specific Products Terms, Products or Services supplied are not guaranteed to achieve any particular outcome for your business.
6.1 We may include products or materials licensed from third parties in our Products ('Third Party Materials'). We will pass on such rights as we are lawfully permitted to allow you to legally use these Third Party Materials but otherwise hereby exclude any warranty or liability for Third Party Materials except as we expressly agree.
6.2 We (and our licensors or suppliers) will not be responsible for any improper use or negligence by you, your agents, representatives or employees in relation to Third Party Materials.
7.1 Nothing in these Master Terms shall be construed as restricting or excluding liability: for death or personal injury resulting from negligence; in relation to fraud; or that cannot otherwise be so restricted or excluded under applicable law.
7.2 Subject to the remainder of this clause 7, to the maximum extent permitted by law:
(a) our aggregate liability to you and your, officers, agents, representatives or employees in connection with supply of any Products shall not exceed the greater of:
(i) the amounts you have paid for those Products in aggregate over the previous 12 months prior to the date of the event first giving rise to such liability; or
(ii) £100 UK sterling (whichever is the greater).
(b) We shall not be liable under any circumstances in respect of:
(i) any loss of income, profits or revenues and any loss or corruption of data; lost opportunities; lost business or loss of anticipated savings, whether any of these are direct or indirect; or
(ii) any indirect or consequential damage, whether any of the foregoing arises under contract, tort (including negligence) or otherwise, and whether or not the possibility of such loss or damage has been brought to our attention
(c) Other than as expressly referred to in these Master Terms or Specific Product Terms all representations, warranties, undertakings, promises, terms or conditions in relation to any Products supplied by us, whether expressed or implied under applicable law, trade or custom, including any representations, warranties, undertakings, promises, terms or conditions in relation to the quality of any Products or fitness of any Products for a particular purpose are hereby excluded.
8.1 Nothing under these Master Terms or any Specific Product Terms is intended to transfer any right title or interest that we have in relation to 'Intellectual Property Rights' meaning any rights in relation to inventions or patents, copyright (and related rights), rights in relation to trade marks, product or business names, rights in relation to domain names, rights in goodwill and rights arising in relation to passing off or unfair competition, design rights, database rights, rights arising in respect of our Confidential Information (as defined below) together with any other rights in the nature of intellectual property arising anywhere in the world now or in the future (registered or unregistered) whether relating to our business, our Products or any Content you receive from us.
8.2 You acquire no right, title or interest in relation to our Intellectual Property Rights other than a revocable personal, specific and limited to use such Content as is contained in the Products that you purchase in accordance the applicable Specific Product Terms. You will not grant anyone else any right to use the Content or any Products without our express permission. Furthermore, you will not take any action that prejudices or is likely to prejudice our Intellectual Property Rights and you will not reproduce, translate, adapt, broadcast, publish or otherwise exploit any Content, or give anyone else permission to do so, without our express written agreement.
8.3 The trade marks "Chambers", "Chambers & Partners" and any brand names, logos or signs used by us on or in relation to our Products ('Marks ') are and shall remain our property at all times. You shall not (a) copy, reproduce, display, publish or seek to replicate those Marks or (b) expressly (or by implication) state or suggest any affiliation with, or endorsement from, us in any brochures, corporate websites, business documents, correspondence, presentations or other materials (in any form), or permit anyone else to do the same, except where you have obtained a specific written license from us in accordance with any Specific Product Terms. In any event, you must still only copy, reproduce, display, publish or seek to replicate our Marks in accordance with any brand guidelines or similar instructions that are issued by us from time to time in relation to those Marks.
8.4 Any use of our Marks by you (or that you permit) in a manner that is not expressly permitted by us in accordance with the above and/or which is likely, in our reasonable opinion to prejudice, damage or dilute those Marks will entitle us (without prejudice to any other rights, remedies or legal claims we may have) to treat this as a material breach of your contract with us and immediately cancel the supply of any Products or Services, without any liability to you and any licence or permission that you have from us to copy, reproduce, display, publish or seek to replicate those Marks shall cease immediately.
8.5 Where either party in the course of our relationship ('Receiving Party'), receives or obtains from the other party ('Disclosing Party') any information of a confidential nature concerning the Disclosing Party's business, finances, operations, personnel, services, products (or potential products), plans, strategies, affiliates, any technical know-how or trade secrets ('Confidential Information'), the Receiving Party shall not make such Confidential Information available to any person other than its authorised staff, subcontractors or professional advisers who need to know such information in order that the Receiving Party may properly perform its obligations or exercise its rights under our contract and provided that those third parties are themselves subject to appropriate duties of confidence in relation to such Confidential Information.
8.6 The restrictions contained in the above sub-clause 8.5 shall not apply to any information or material which:
(a) becomes public other than through its unauthorised disclosure by the Receiving Party or anyone acting on its behalf;
(b) can be shown to have been independently developed by, or have been already known to, the Receiving Party prior to its receipt;
(c) is lawfully acquired from a third party who is entitled to disclose such information; or
(d) is ordered to be disclosed by a court or regulatory authority, provided that the Receiving Party (as far as legally permitted) has informed the Disclosing Party of such possibility so as to allow the Disclosing Party to take steps to challenge or limit such disclosure.
8.7 The provisions of this clause 8 survive the termination of our contract relationship with you.
9.1 If a Product you purchase offers online Service features:
(a) the Specific Product Order Form may specify the maximum number of Authorised Users that may access and use the Service and you undertake not to exceed that number;
(b) you shall procure that each Authorised User shall keep a secure password for his/her use of the Service and shall keep his/her password confidential;
(c) you shall ensure that when an Authorised User ceases to be employed or engaged by you, their access to the Service will be immediately terminated; and
(d) you shall not access, store, distribute or transmit any viruses, or any material during the course of its use the Service that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, is otherwise illegal or causes damage or injury to any person or property and Chambers reserves the right, without liability or prejudice to its other rights to
you, to disable your access to any material that breaches the provisions of this clause.
9.2 You shall 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 Master 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 application provided as part of the Service
(the 'Application') (as applicable) 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 Application; or
(b) access all or any part of the Service and Product Description in order to build a product or service which competes with the Service and/or the Product Description; or
(c) use or sub-let the Service and/or Product Description to provide similar services or products to third parties (whether alone or as part of another service); or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Product Description available to any third party except the Authorised Users; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Service, other than as permitted under these Master Terms or the applicable Specific Product Terms.
9.3 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Product Description and, in the event of you being made aware of any such unauthorised access or use, you shall promptly notify us.
9.4 You acknowledge that Chambers shall be entitled to modify the features and functionality of the Service. Chambers shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the Service by Chambers' customers generally.
9.5 The Service may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. You acknowledge that such risks are inherent in such online services and that Chambers shall have no liability for any such delays, interruptions, errors or other problems.
10.1 We shall not be liable for any failure or delay to supply Products or Services caused by matters beyond our reasonable control and that we could not reasonably avoid, including fire, exceptionally adverse weather conditions, explosion, war, disorder, flood, industrial disputes (whether or not involving our contractors or employees), trade disputes or embargoes, failures or interruptions of electricity supplies or unforeseen actions of local or central government or other authorities ('Force Majeure Event'). Where our performance is impaired by a Force Majeure Event, we shall notify you as soon as possible and use reasonable endeavours to recommence performance as soon as possible. Where a Force Majeure Event prevents us supplying any Products for a period of 90 days or more, either party may cancel the contract for supply of those Products on written notice without further penalty.
11.1 Each party may sign a Specific Product Order Form, or other document under these Master Terms, by electronic signature (whatever form the electronic signature takes) and the parties agree that this method of signature is as conclusive of our intention to be bound as if signed by each party's manuscript signature.
11.2 You agree that we may make reference to you as being our customer or client on our website or in other marketing material (both during the term of our contract and after its expiry).
11.3 Any notice required to be given in writing by either party to the other party under these Master Terms or Specific Product Terms shall be addressed to the designated representative (or managing director or partner) of the other party at its principal place of business as notified previously or, thereafter, such other address notified under this provision to the party giving the notice.
11.4 These Master Terms and applicable Specific Product Terms constitute the entire agreement between us and supersede and extinguish all previous agreements, arrangements and understandings between each of us, whether written or oral, relating to their subject matter. You agree that to the fullest extent legally permitted you shall have no rights or remedies in respect of any representation or warranty (whether made innocently or
negligently) that is not expressly set out in these Master Terms or under any Specific Product Terms.
11.5 Any terms or conditions purported to be incorporated or implied under the United Nations Convention on Contracts for the International Sale of Goods, UNCITRAL rules or other provisions of international, supranational, national, federal, state or local law are hereby excluded to the fullest extent legally possible.
11.6 No waiver of or any variation to these Master Terms or any Specific Product Terms shall be effective unless made in writing and signed by an authorised representative of Chambers.
11.7 Each provision of these Master Terms and Specific Product Terms shall be construed separately and if the whole or any part of any such provision is found to be illegal or unenforceable the remainder of these Master Terms and Specific Product terms shall continue in full force and effect to the maximum extent legally permitted.
11.8 A person who is not a party to these Master Terms or any Specific Product Terms does not have any rights under them and may not enforce them.
11.9 To the maximum extent permitted by law, these Master Terms and any Specific Product Terms shall be governed by the laws of England and you agree to irrevocably submit to the exclusive jurisdiction of the English Courts in relation to any dispute or claim that arises out of or in connection with any issue referred to under these Master Terms or Specific Product Terms, the formation of our contract, the supply and/or use of Products, or any other aspect of our relationship (including any noncontractual disputes or claims