Terms of Use

 

By agreeing to use the Service the User agrees to be bound by the provisions of these Terms of Use (including Appendices) set out below (and as may be amended from time to time pursuant to Clause 11 below) (together the “Terms”):

1. Definitions

 “Linklaters” means Linklaters LLP (an English Law limited liability partnership), or successors to all or any part of its directly or indirectly controlled business currently primarily conducted at One Silk Street, London, EC2Y 8HQ, United Kingdom.

“Nominated User” means  the User or any employee, director, or authorised agent (excluding contractors) who has been nominated by the User to be given access to the Service through the Website.

“Product” means the access to the TechLinks website developed by Linklaters  and the related documentation made available to the User through the Website (including, but not limited to  the automatic generation of first draft contracts, produced by Linklaters and supplied to the User).

“Service” means access to the automated documents in the Product accessed through the Website, in accordance with these Terms of Use.

“User” means any individual who has received a password to access the Service and/or who is licensed by Linklaters to use the Product on these Terms of Use.
“Website” or “Websites” means the internet website with address https://www.linklaters.com/en/insights/techlinks-employment-essentials/techlinks-home/documents or such other internet website address (including but not limited to the TechLinks website) as is notified to the User by Linklaters from time to time.

2. Terms of use

By using the Service, the User agrees to comply with and be bound by these Terms of Use and agree that the User has read and understood them and the documents they refer to. If the User does not agree with these Terms of Use, the User must not access or use the Service.
Other terms such as Linklaters Privacy Notice as made available on the Website apply to the Service as well as any other terms the User might have agreed with Linklaters.

3. Licence

3.1 Subject to this Clause 2, and the other obligations of the User contained in the Terms of Use and the Linklaters Privacy Policy, Linklaters grants to the User a revocable, non-exclusive, non-transferable licence to use the Service.

3.2 The use of the Service is limited for the User’s internal purposes and in the ordinary course of the User’s business only. The User will not distribute, transfer or transmit the Product to any person other than its employees, directors, and authorised agents (excluding contractors, other than contractors whose role requires access to the Service), and will not take any action to remove or hide the display of copyright and any other professional notices contained on or in the Product.

3.3 The User will not allow use of or access to any part of the Website by any person who is not a Nominated User and will not copy, distribute, transfer, publish, transmit or sub-license any part of the Product to or for the use of any other person and its and their employees, directors, and authorised agents (excluding contractors, other than contractors whose role requires access to the Service). The User will not demonstrate the Service to, or allow access to or use of the Service, or supply a copy of the Product to any employee or partner or agent of, or secondee from, any law firm (other than Linklaters), other than secondees whose role requires access to the Service.

3.4 The User will not use the Service or Product in any way which may infringe any intellectual property right (including any right of copyright or any trade mark), any right of confidentiality, or any other proprietary interest that Linklaters has in the Service and Product. The User acknowledges that all intellectual property and all other rights in the Product (including any modifications, enhancements or developments thereof) are and will remain the sole property of Linklaters or the law firms working in collaboration with Linklaters in respect of the Product.

3.5  The User shall procure that each Nominated User shall use the Service in accordance with these Terms of Use.

4. Access Control

4.1 The User will inform Linklaters of the names of the Nominated Users and Linklaters will allocate to the Nominated Users their usernames and/or passwords to enable them to access the Service through the Website.

4.2 The User’s identification and access control procedures and/or allocated username(s) and/or password(s) may be changed by Linklaters at any time. Any changes will be promptly notified to the User.

4.3 The User will, and will procure the Nominated Users to, keep confidential all usernames or passwords. If a person ceases to be a Nominated User (including but not limited to any contractor, secondee or other person who ceases to be an authorised agent of the User or whose role no longer requires access to the Service), the User will promptly notify Linklaters of the name of such person and where applicable, the usernames or passwords allocated to him or her, which will be cancelled.

4.4 The User will promptly notify Linklaters if any of its usernames or passwords are lost or stolen, or if it becomes aware of unauthorised use or transfer of any such usernames or passwords. The User will be liable for any loss or damage to Linklaters caused by the unauthorised use or transfer of passwords and/or usernames.

5. Service Provision

5.1 Subject to Clause 5.2, Linklaters will use reasonable endeavours to make the Website available 24 hours a day subject to the User’s ability to access it through the internet.

5.2 The Website may be suspended temporarily and without notice in circumstances of system failure, maintenance or repair or for reasons beyond the control of Linklaters.

5.3 The User agrees to obtain, maintain and operate, at its own expense, a terminal or personal computer system, modem, telephone access and communication software to receive the Service through the Website.

5.4 Linklaters will use its reasonable endeavours to exclude viruses from the Website, but cannot guarantee such exclusion and the User should, therefore, take appropriate steps in respect of any such risk.

6. Confidentiality

6.1 The User shall, and shall procure that all Nominated Users and any other persons who are given access to the Product shall, treat as confidential and shall not use or communicate to any person any information obtained from Linklaters and/or the Service, which by its nature, should be treated as confidential or which is marked as confidential, or which may come into its possession or the possession of any Nominated User or such other person in connection with any use of the Service. In addition, the User shall, and shall procure that all Nominated Users and such other persons shall, use all reasonable efforts to keep such information secure against disclosure to third parties in breach of this clause 7. The provisions of this clause 7 do not apply to any information which:

6.1.1 is in the public domain otherwise than as a result of a breach of this clause 6;

6.1.2 is obtained from a third party who is lawfully authorised to disclose such information to the User;

6.1.3 the User can demonstrate is already known to it;

6.1.4 is required to be disclosed by law; or

6.1.5 is disclosed in accordance with prior written permission of Linklaters;
but in the case of 6.1.4, the User shall take at Linklaters’ expense such action, if any, as Linklaters may reasonably request to contest the disclosure.

6.2 The User will immediately notify Linklaters of any breach or suspected or alleged breach of the provisions of this clause 7 and acknowledges that damages may not be an adequate remedy for such a breach.

7. Updates

7.1 Linklaters reserves the right to make updates to the Product and the Terms of Use without prior notice. Where any material update is made by Linklaters without prior notice to the User, Linklaters shall inform the User as soon as reasonably practicable after such update.

7.2 By using the Service, the User acknowledges that the Product may not be up to date with changes to law and/or market practice and Linklaters is under no obligation to update the Product.

8. Suspension of use

8.1 Linklaters may suspend or discontinue providing the Service without notice and pursue any other remedy legally available to it if the User fails to comply with any of the obligations hereunder.

8.2 Upon suspension of the Service the licence granted under Clause 2 shall terminate and Linklaters will deactivate all relevant usernames and passwords.

9. Communication

9.1 Any notice to be given by the User or Linklaters under these Terms of Use, and any communication regarding the Product, may be sent by e-mail, fax or recorded or hand delivery to the address of the User, or of Linklaters, as applicable, or such other address as the User or Linklaters may from time to time notify to the other in writing. Where either party has been notified of a principal contact name for the other it shall address such communication to that person or, in the absence of such a name, to the directors/principal officers thereof.

10. Exclusion of Liability

10.1 The User acknowledges that it is not a client of Linklaters by reason of the use of the Product or Service, and that no solicitor-client relationship exists. Any information input by the User into the Product will not be imputed to Linklaters.

10.2 The contents of the Product are intended to give legal information only and may not be suitable for the User’s circumstances. They do not constitute legal or other professional advice and the User will not rely on the Product as legal advice, either generally or in relation to any specific transaction. The User should consult an appropriate professional adviser in connection with its use of the Product and/or if it has any questions in the areas addressed.

10.3 Neither Linklaters, its employees, agents or representatives shall, to the fullest extent permitted by law, be liable for any loss, cost, claims and expenses whatsoever or damage (whether direct, indirect or consequential) however arising out of or in connection with the use of the Product or Service by the User or resulting from any actions or omissions of any internet service provider or other person through whom the User may receive the Service.

11. Limitation of Liability

11.1 To the maximum extent permitted by law, Linklaters’ total aggregate liability to the User in respect of a claim or series of related claims, whether in contract, in tort (including negligence), under any warranty or representation, under statute or otherwise under or in connection with these Terms of Use or the provision of the Service shall be limited to £1 million.

11.2 Linklaters disclaims any warranties and representations, express or implied, in relation to the Product to the maximum extent permitted by applicable law.

11.3 The User will not be able to make any claim under or in connection with these Terms of Use unless it is made within 12 months from the date when the User first became aware or ought reasonably to have become aware of the event, act or omission giving rise to such claim (other than in the case of fraud or dishonesty).

11.4 The provisions of Clauses 11 and 12 will continue for the benefit of Linklaters’ employees, agents and representatives and any other contributors to the Product (including the law firms working in collaboration with Linklaters in respect of the Product and their respective employees, agents and representatives from time to time) and Linklaters shall hold on trust for such persons the promise so made by the User.

12. Indemnity

12.1 The User agrees to indemnify and keep indemnified and hold Linklaters and its directors, officers, employees and agents on demand harmless from and against any claim, loss, liability, damage or expense incurred by any such persons, including reasonable legal fees, by or in respect of third parties due to any breach or non-observance of the User's obligations under these Terms of Use or otherwise arising out of or relating to Linklaters’ provision of the Service.

12.2 Linklaters warrants to the User that its use of the Product in accordance with these Terms of Use will not infringe the intellectual property rights of a third party.

13. Third Party Rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

14. General

14.1 As it is not itself a client of Linklaters by virtue of these Terms of Use, the User acknowledges that Linklaters is free to act for its clients even if there is, or there is a significant risk of, the interests of one or more of those clients conflicting with the interests of the User.

14.2 The User may not assign its rights or obligations hereunder to any other person without the prior written consent of Linklaters.

15. Governing Law and Jurisdiction

15.1 These Terms of Use and any obligations arising out of or in connection with them shall be governed by English Law. The courts of England and Wales have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms of Use.