INTRODUCTION

The following Responsible Business Terms will apply when purchasing a Responsible Business Subscription. These should be read in conjunction with the Master Terms that will also apply. The Agreement will consist of the Chambers and Partners Master Terms & Conditions, the Responsible Business Order Form and Chambers and Partners Master Terms and Condition. 

If there is any conflict or inconsistency between the different sections of this Agreement, the following order of precedence shall apply to the extent required to resolve the conflict or inconsistency:

IT IS AGREED as follows:

1.      INTERPRETATION

1.1   In this Agreement the following expressions have the following meanings

“Agreement”

The Responsible Business terms in this document, the Responsible Business Order Form and the Chambers and Partners Master Terms & Conditions; 

“Authorised Users”

Your employees or partners who are authorised by you to access the Website and for whom you have paid as set forth in the Responsible Business Order Form;

“Chambers Data”

All documents, information and data in any medium or form collated by us from public sources and through desk research, or provided to us by third parties for possible inclusion in the Responsible Business Insight Reports;

“Commencement Date”

The date set out in the Responsible Business Order Form;

“Confidential Client Contributions”

Any Client Contributions  marked as confidential or otherwise identified as confidential by you;

“Client Contributions”

All documents, information and data in any medium or form provided by you to us in connection with the Services excluding Chambers Data;

“Client Marks”

Has the meaning given in clause 4.7;

“Responsible Business Order Form”

The order attached to these terms and conditions and signed by the parties to it;

“Initial Term”

the 12 month period (or such other period as set out in the Responsible Business Order Form) commencing on the Commencement Date;

“Responsible Business Insight Reports”

Syndicated data, collated and analysed by us and incorporated into the interactive dashboards on the Website or elsewhere, which may include the Client Contributions and the Chambers Data;

“Intellectual Property Rights”

Has the meaning given in the Chambers Master Terms & Conditions;

“Losses”

Has the meaning given in clause 6.5;

“Purpose”

The evaluation of the Responsible Business Insight Reports by you for your own internal marketing, strategic and operational planning purposes;

“Renewal Period”

The period described in clause 2.1;

“Services”

The services as specifically set out in the Responsible Business Order Form which may include compilation, evaluation and analysis of data, provision of Responsible Business Insight Reports and access to the Website;

“Subscription Fee”

The fixed annual charge payable by you to us for the Services as set out in the Responsible Business Order Form;

“Subscription Term”

has the meaning given in clause 2.1 (being the Initial Term together with any Renewal Periods”);

“we, us, our”

Orbach and Chambers Limited (trading as 'Chambers & Partners') incorporated in England (number 00969186) whose registered office is at 165 Fleet Street, London, United Kingdom, EC4A 2AE;

“Website”

The Chambers website located at https://analytics.lamphouse.com/ or such other website notified to you from time to time;

“you, your”

The Client as identified in the Responsible Business Order Form.

1.2 In this Agreement:

(a) the singular includes the plural and vice versa

(b) any reference to legislation means applicable legislation as amended, replaced or re-enacted 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. 

1.3   By executing a Responsible Business Order Form or accessing/purchasing any Services, you acknowledge that you have read, understand and agree to follow and be bound by the terms and conditions of this Agreement.

2.      TERM 

2.1      This Agreement shall, unless otherwise terminated in accordance with clause 8, continue for the Initial Term. Unless specified otherwise in the Responsible Business Order Form, upon expiry of the Initial Term, the Agreement will automatically renew for successive periods of 12 months (each a “Renewal Period”) unless either party provides written notice to terminate this Agreement to the other party 30 days before the end of the Initial Term or any Renewal Period, such notice to expire on the renewal date. Where applicable, we shall send you a written reminder that this Agreement shall automatically renew at least 60 days (but not less than 30 days) prior to the start of each Renewal Period. If a notice of termination is issued under this clause 2.1, the Agreement shall terminate at the end of the Initial Term or Renewal Period (as applicable). The Initial Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

2.2   We will perform and you will purchase the Services subject to the terms of this Agreement to the exclusion of any terms and conditions which you purport to apply at any time or which are implied by trade, custom or course of dealing.

3.      FEES AND PAYMENT

3.1   In consideration of us providing the Services you agree to pay the Subscription Fee.

3.2   The Subscription Fee is for the Initial Term only. Any alteration to the annual Subscription Fee payable for any subsequent Renewal Period will be notified by us to you in writing at least 60 days before the start of any such Renewal Period. If you do not agree to any such Subscription Fee you should terminate this Agreement in accordance with clause 2.1 otherwise the altered Subscription Fee for such Renewal Period will automatically be invoiced to you and the Responsible Business Order Form shall be deemed amended accordingly.

3.3   Unless otherwise agreed in writing all our invoices are payable within 30 days after the date of our invoice.

3.4   The Services will not be available until the Subscription Fee has been paid in full. We may accept monthly payments in respect of the Subscription Fee however if this Agreement is terminated for whatever reason the amount of any unpaid Subscription Fee shall become due and payable in full on the date of such termination.

3.5   If you do not pay any sum due under this Agreement on its due date for payment then, without prejudice to any other right or remedy available to us:

           (a) you will be liable to pay interest (before and after judgment) on the overdue amount at an annual rate of 4% above the prevailing base lending rate of Barclays Bank plc, which interest will accrue on a daily basis from the date payment becomes due until we have received full payment of the amount due together with all accrued interest; 

           (b) we may, where we have provided written notice to you demanding payment and such payment has not been made within seven (7) days, suspend the Services and, further, any licence granted under this Agreement to access the Responsible Business Insight Reports, until you have rectified payment matters, or if such payment is not paid within 14 days after the notice referred to in this clause 3.5(b), terminate the performance of the Services and any such licence in accordance with clause 11.3 of the Chambers Masters Terms & Conditions.

3.6   All sums payable by you under this Agreement shall be paid in full without any set off, deduction, counterclaim or withholding of whatever nature.

4.      LICENCE

4.1   All Intellectual Property Rights arising in relation to the Services and the contents of the Services produced by us or on our behalf including without limitation the Chambers Data, Responsible Business Insight Reports and any amendments, modifications, enhancements, revisions or alterations made thereto by us in the course of our obligations hereunder shall remain vested in us.

4.2   Subject to payment of the Subscription Fee, we hereby grant to you a non-exclusive, non-transferable, revocable licence to access and use the Responsible Business Insight Reports for the Purpose for the Subscription Term.

4.3   You shall not:

           (a) sell, license or do anything to commercially exploit the Responsible Business Insight Reports, or to grant others the right to do so; or

           (b) share all or any part of the Responsible Business Insight Reports, except the Client Contributions and information directly relating to your own firm’s performance and position in the benchmark, with any third party. For the avoidance of doubt, you shall not share information relating to other firms’ performances and positions in the benchmark with any third party.

4.4   You undertake that when reproducing the Responsible Business Insight Reports (or any parts thereof) for the Purpose and in accordance with clause 4.3(b), you shall procure that all copies, quotations and excerpts be marked with an appropriate credit in the following terms, or such other terms as we may specify from time to time, “Data sourced by, and reproduced with permission from, Chambers and Partners".

4.5   Nothing in this clause 4 or elsewhere in this Agreement will have the effect of transferring to you or requiring the transfer to you, of:-

4.6   All Intellectual Property Rights in the Client Contributions, Confidential Client Contributions and any amendments, modifications, enhancements, revisions or alterations made thereto by you shall remain vested in you.  

4.7   Subject to clause 8.5, to enable us to provide the Services, you grant us a fully paid-up, non-exclusive, royalty-free, revocable licence to:

(a) use your name and logo on the Website (“Client Marks”) in accordance with any brand guidelines you provide to us; and

           (b) to use, incorporate, reproduce, copy, prepare derivative works of and otherwise publish, distribute and make the Client Contributions and, subject to clause 5.5, the Confidential Client Contributions available to third parties within the course of conducting our business.

5.      OUR OBLIGATIONS AND WARRANTIES

5.1   We warrant that the Services will be provided with reasonable care and skill.

5.2   We warrant that we are entitled to provide the Services without infringing the Intellectual Property Rights of any third party. If at any time any allegation of infringement of Intellectual Property Rights is made in respect of any materials prepared by us, or in our reasonable opinion is likely to be made, we may at our own expense modify or replace such materials so as to avoid the infringement, without detracting from the description of the Services or the fees payable therefore. 

5.3   We do not warrant that:

5.4   Without prejudice to clause 4.6, you acknowledge and agree that we shall have exclusive editorial control over the Website and Responsible Business Insight Reports and the absolute discretion as to the content thereof.

5.5   From time to time you may submit to us Confidential Client Contributions.  We confirm that any Confidential Client Contributions shall be maintained in accordance with the confidentiality provisions set out in the Chambers Master Terms & Conditions and shall not be included within Responsible Business Insight Reports or made available through the Website without your prior written approval.

5.6   On a quarterly basis throughout the Subscription Term, we shall update the Responsible Business Insight Reports with the Client Contributions and/or any other data we receive from third parties. 

5.7   We shall use reasonable endeavours to keep accurate records of all sources of information, records and any other material relied upon in the Responsible Business Insight Reports but you acknowledge and accept that we may not reveal any such source to you due to obligations of confidentiality owed by us to third parties or other applicable legal restrictions.

6.      YOUR OBLIGATIONS AND WARRANTIES

6.1   You understand and accept that your Client Contributions and the Chambers Data shall be published on the Website and made available to other users of the Website and to other buyers of our services through inclusion in the Responsible Business Insight Reports and other products and services offered by us from time to time and we shall use reasonable endeavours to notify you in advance of the use of your Client Contributions other than in Responsible Business Insight Reports. No compensation shall be due to you for use of any such Client Contributions.

6.2 To receive our full Services you are required to provide client Contributions. Client Contributions should be provided as soon as reasonably possible, and no later than one month prior to the end of the Subscription Term. Failure to provide Client Contributions within this window may result in more limited Services than originally specified, for which no refund or Subscription Term extension will be due. Nothing in this clause 6.2 shall prevent you from receiving a more limited Service which consists of accessing Chambers Data in any Responsible Business Insight Report or on the Website in accordance with this Agreement.

6.3   You agree throughout the Subscription Term:

6.4   You warrant that the Client Contributions:

6.5 You shall 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 ("Losses") however arising directly or indirectly as a result of any breach of the warranties set out in clause 6.4 or in connection with, the receipt or use of the Client Contributions and Client Marks, except that you shall not be liable under this clause 6.5 to the extent any Losses result from our negligence or breach of this Agreement.

6.6   You shall advise us if, at any time during the Subscription Term, any of the Client Contributions are or become incorrect, contain any errors or need to be updated.

6.7   You shall ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and you shall be responsible for any Authorised User's breach of the Agreement and for the actions of any user who is not an Authorised User.

7.      LIABILITY

7.1   Except as expressly and specifically provided in this Agreement:

           (a) you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you or contained in any publicly available information in connection with the Services, or any actions taken by us at your direction; and

           (b) whilst we will use all reasonable endeavours to ensure the accuracy of the Responsible Business Insight Reports, we make no warranty, express or implied, as to their accuracy and will not be held responsible for any consequence arising out of any inaccuracies or omissions unless such inaccuracies or omissions are the result of our negligence or that of our agents.

8.      TERMINATION

8.1   We may terminate this Agreement immediately in accordance with 8.1(a) if you do not allow access to us and other users of the Website to your Client Contributions (except for Confidential Client Contributions) in accordance with clause 6.2, breach of which we shall treat as a material breach incapable of remedy.

8.2   You will make full payment to us of all amounts owing on termination or which become due and payable on termination pursuant to this Clause 8, within 30 days of termination.

8.3   On termination of this Agreement howsoever arising:

           (d) each party shall within 30 days return all documents and materials containing the other party's confidential information (in our case including your Confidential Client Contributions) and, to the extent possible, erase such confidential information from its computer systems.

9.      DATA PROTECTION

9.1   For the purposes of this clause 9, the term "Personal Data" means information that, in accordance with any applicable data protection or privacy legislation, directly or indirectly, relates to, describes, is reasonably capable of being associated with, or could be reasonably linked, with an identifiable living individual regardless of the media in which it is maintained.

9.2   The parties, in relation to the performance of the agreement, may process Personal Data relating to the identity, title and contact details of the other party’s employees, directors, officers and other representatives (including the Authorised Users) (hereafter collectively referred to as "Business Contact Data"). The parties agree that they shall process Business Contact Data in accordance with applicable data protection legislation (including the UK GDPR and Data Protection Act 2018), each party as an independent data processor (as defined in applicable data protection legislation).

9.3   Taking into consideration the nature and scope of the Services, the Parties agree that the data contained in the Chambers Data and the Client Contributions is aggregated to the extent that it is not Personal Data and that the only Personal Data processed in connection with this Agreement shall be the Business Contact Data. If any Personal Data is processed at a later stage during the provision of the Services, the parties agree to execute in good faith a Data Processing Agreement compliant with applicable data protection legislation.

9.4   Notwithstanding clauses 9.2 and 9.3, where we handle Personal Data as an independent data controller, we shall handle such Personal Data in accordance with our privacy policy updated from time to time and currently located at https://chambers.com/info/privacy.

10.   GENERAL

10.1       You shall not, without our prior written consent at any time during the continuance of this Agreement and within one year thereafter, directly or indirectly 

10.2       No failure to exercise or any delay in exercising any right or remedy under this Agreement shall operate as a waiver of it or of any other right or remedy under it.  No single or partial exercise of any such right or remedy shall prevent any further or other exercise of it or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and (save where expressly stated to the contrary) are not exclusive of any rights or remedies provided by law.

10.3       This Agreement is personal to you and you shall not be entitled to assign any of its rights or obligations under this Agreement without our prior written consent. We may at any time assign any of our rights or obligations under this Agreement by giving you prior written notice. 

10.4       Nothing contained in this Agreement shall create a partnership or joint venture between the parties.