LexisNexis Subscription General Terms & Conditions Compliance Services
This agreement (“Agreement”) is made by and between Reed International Books Australia Pty Limited trading as LexisNexis ABN 70 001 002 357 (“we”, “us”, “our” or “LexisNexis”) and the individual or company (“you” or “Customer”) identified in the order form you completed (“Order” or “Order Form”) on LexisNexis’ website or mobile application (“Website”).
The following terms and conditions govern your desire to purchase, receive and use the compliances services supplied by LexisNexis (the “Services”) and the compliance registers, alerts and other materials supplied by LexisNexis in the course of the Services (“Materials”). By placing an Order and accepting this Agreement, whether by clicking a box indicating your acceptance (“I accept”), executing an Order Form that references this Agreement, or accessing or using the Services, you agree to the terms of this Agreement as of the date on which you accept this Agreement (the “Effective Date”). By agreeing to these terms on behalf of a company or other entity, you represent and warrant that you are authorised by such entity to bind and commit it to these terms and to perform the obligations of you set forth herein.
If you do not agree to the terms and conditions set forth in this Agreement, you may not use the Services and Materials and you must not agree to the terms of this Agreement.
If you are a competitor of LexisNexis, you may not access the Services without obtaining our prior written consent.
IF YOU ARE USING THE SERVICES IN CONNECTION WITH AN OFFER OF A FREE TRIAL, THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES DURING THE FREE TRIAL AND AFTERWARD (IF YOU REMAIN A CUSTOMER).
1. SUBSCRIPTION AGREEMENT
1.1 LexisNexis hereby grants to you, a non-exclusive, non-transferable, limited licence to receive and use the Services and Materials specified in your Order Form through the Website on the following terms and conditions.
2. ORDER PROCESSING; PAYMENT TERMS
2.1 You will receive a tax invoice by email to the email address provided by you during the order process once payment in respect of your Order Form has been processed. Customer must immediately notify LexisNexis of any errors in the Order Form. Once Customer’s Order Form is fulfilled, Customer will receive an email that contains its user ID and login information.
3. FREE TRIAL
3.1 If you selected a free trial of the Services as part of your Order, we will make the Services available to you on a trial basis free of charge for the period specified in your Order (“Trial Period”) until the earlier of (a) the end of the free Trial Period, or (b) the start date of any purchased Service subscription ordered by you for the Services. Additional provisions applicable to your free trial may be included on the Website. You must agree to any such additional terms and conditions in order to obtain a free trial, and such additional terms are incorporated into this Agreement by reference. Customer may terminate this Agreement during the Trial Period by following the instructions on our Website, prior to the expiration of the Trial Period. In the absence of such notification, this Agreement will continue under a monthly subscription or annual subscription (as described below) as selected by you at the time of your Order. If you have not selected for a Trial Period, then the Term of this Agreement shall commence from the Effective Date. Subscriber may not terminate the Agreement during the Term except as provided herein.
4. TERM AND TERMINATION
4.1 Unless earlier terminated as permitted hereunder, the term of this Agreement starts on the Effective Date and continues until all subscriptions obtained hereunder are terminated; provided, however, that all subscriptions shall automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other party notice of non-renewal to take effect at the expiry of the current subscription term. The term of your subscription is either month to month (“Monthly”) or twelve months (“Annual”) and shall be in the duration you selected as part of your Order.
5. PAYMENT TERMS
5.1 You will pay all fees due, including recurring subscription fees as described below (“Recurring Fees”), in advance:
(a) Monthly subscription: If you selected a monthly subscription as part of your Order, an automatic and recurring subscription fee will be charged to your credit card each month.
(b) Annual subscription: If you selected an annual subscription as part of your Order, an automatic and recurring subscription fee will be charged to your account each year. All fees will be due and payable within 30 days from the date of your invoice.
5.2 You agree that the Recurring Fees will be subject to an annual adjustment (or actual usage level for the preceding year, whichever is the higher) on each anniversary of the Effective Date.
5.3 Payment obligations are non-cancellable and fees paid are non-refundable. You acknowledge and agree that in order to use and continue using the Services and to access the Materials, you must be current on all fees due, including all applicable Recurring fees. Unless otherwise stated, the fees for the Services do not include any taxes, such as sales, use, or excise taxes. If any such taxes or fees are applicable, they will be charged to Customer’s account.
5.4 You will provide us with valid and updated credit card account information, and are responsible for providing complete and accurate billing and contact information to us, and notifying us immediately of any changes to such information. By accepting this Agreement, you authorise us to charge your credit card account for all fees due at any time. Failure to pay, including failure to provide current, valid credit card account information to us may result in suspension or termination of the Services.
6.1 If there is a conflict between the terms and conditions of this Agreement, an Order Form, Website terms and any other document incorporated herein, the terms of this Agreement shall prevail.
6.2 This Agreement, together with the Order Form, Website terms and Terms of Trade constitute the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter.
6.3 This Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales. The parties irrevocably agree that the courts of New South Wales shall have exclusive jurisdiction to settle any dispute or claims which may arise under or in connection with this Agreement (including non-contractual disputes or claims).
General Terms and Conditions Compliance Services
1. SERVICES AND MATERIALS
1.1 LexisNexis shall supply the Services and Materials set out in the Order executed by you and returned to LexisNexis in consideration of your payment of the applicable price.
1.2 We regularly update the Services and Materials as part of our reasonable efforts to keep them up to date. While we will endeavour to give you notice of material changes, we may need to make changes without notice to you.
1.3 You are responsible for procuring and implementing any information and communications technology systems required to enable you to receive and use the Services and Materials.
2. LICENCE AND LIMITATIONS
2.1 You are granted, during the term of these General Terms and Conditions, a non-exclusive, non-transferable, limited licence to receive and use the Services and Materials for the internal purposes of operating your business in compliance with applicable law and regulation only. This licence is subject to the following limitations:
(a) the right to receive and use the Services and Materials is limited to the number of Authorised Users (as defined below) specified in your Order Form;
(b) you must not grant a sub-licence of your right to receive and use the Services and Materials to any other person without our written consent; and
(c) all access to and use of the Services and Materials via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services or Materials is strictly prohibited.
2.2 To the extent expressly permitted by applicable copyright law, you may make and distribute internally within your organisation a reasonable number of printouts and copies of the Materials.
2.3 Except as specifically provided in clauses 2.1 and 2.2, you are otherwise prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or using the Materials.
2.4 All right, title, and interest (including all copyrights and other intellectual property rights) in the Services and Materials (in both print and machine-readable forms), including all intellectual property rights in Materials developed specifically for you in the course of the Services, belong to us or our third party suppliers. You acquire no ownership of copyright or other intellectual property rights or proprietary interest in the Services, Materials, or copies thereof.
2.5 Except as specifically provided herein, you may not use the Services or Materials in any fashion that infringes the intellectual property rights or proprietary interests therein.
2.6 You may not remove or obscure the copyright notice or other notices contained in the Materials.
2.7 Other provisions that govern your use of the Services and Materials are set forth in the LexisNexis Terms of Trade set out below, your Order Form and any agreed addendums (collectively, the “Additional Terms”), all of which are incorporated by reference into these General Terms and Conditions. References to "Services "in the Terms of Trade shall be references to Services and Materials as defined herein, for the purpose of these General Terms and Conditions. References to "Customer" or "you" in the Terms of Trade shall be references to you or Customer as defined herein, for the purposes of these General Terms and Conditions. To the extent there is any inconsistency between the Additional Terms and General Terms and Conditions, the Additional Terms prevail in the order that they appear above.
3. AUTHORISED USERS; PROHIBITED USES
3.1 Only your officers, employees, individual contractors and agents authorised by you, up to the maximum number specified on your Order Form shall be entitled to receive and use the Services and Materials (“Authorised Users”).
3.2 You must ensure that each person receiving or using the Services and Materials:
(a) is an Authorised User; and
(b) is using those Services and Materials only in accordance with these General Terms and Conditions, including the Additional Terms. The Customer shall be responsible for use of the Services and Materials by its Authorised Users and other officers, employees, contractors and agents.
3.3 You must not do any of the following, whether directly or indirectly:
(a) use, copy, publish, distribute, communicate, commercialise, import, export or publicly display all or part of the original or any copy of the Services or Materials (electronically or otherwise), except as expressly authorised by these General Terms and Conditions;
(b) make any enhancements or other modifications to the Services or Materials, or create any derivative works of the same;
(c) reverse engineer, decompile, disassemble or otherwise translate the Services or Materials or attempt to derive the source code or underlying ideas, structure, organisation, processes or algorithms of the Services or Materials, except and only to the extent that such activities cannot be restricted under applicable law;
(d) use or access all or part of the Services or Materials to the extent you are or plan to become a competitor of the Services or Materials, or an employee, contractor or agent of a competitor to the Services or Materials;
(e) permit any competitor of the Services or Materials to receive or use any Services or Materials for any purpose, including but not limited to providing any type of consultancy, support or other services to you either directly or indirectly;
(f) use the Services in any manner that is for unlawful purposes or other purposes not permitted by these General Terms and Conditions or which may involve risk of death, personal injury, property damage or environmental damage or in any life support application, device or system.
3.4 You agree that, on reasonable advance notice, we may conduct an annual audit of your compliance with these General Terms and Conditions, including whether the total number of Authorised Users remains within the limits specified in your Order Form. If any audit reveals that you have failed to comply with these General Terms and Conditions, you must promptly remedy the failure and reimburse our reasonable audit costs. We will otherwise bear our own audit costs.
4. WARRANTIES AND GUARANTEES
4.1. If you are a “consumer” for the purposes of Schedule 2 of the Competition and Consumer Act 2010 (Cth) (the Australian Consumer Law), certain guarantees may be conferred on you and certain rights and remedies may be conferred on you which cannot be excluded, restricted or modified. If so, then to the maximum extent permitted by law, our liability to you is limited at our option to:
(a) in the case of the Materials, replacement or repair of the Materials or payment of the cost of replacing or repairing the Materials; and
(b) in the case of the Services, resupply of the Services or payment of the cost of resupplying the Services.
4.2 We represent and warrant that we have the right and authority to make the Services and Materials available pursuant to these General Terms and Conditions and that the Services and Materials do no infringe the intellectual property rights of any third party.
4.3 SUBJECT TO CLAUSES 4.1 AND 4.2 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND, UNLESS EXPRESSLY STATED TO THE CONTRARY IN THESE GENERAL TERMS AND CONDITIONS, WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED OR CONFERRED, BY STATUTE, TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION THAT THE SERVICES AND MATERIALS ARE OR WILL BE COMPLETE OR FREE FROM ERRORS OR FIT FOR YOUR PURPOSES OR THAT THE SERVICES AND MATERIALS ARE UP-TO-DATE OR WILL ENABLE YOU or YOUR BUSINESS TO COMPLY WITH APPLICABLE LAW AND REGULATION.
4.4 Subject to clause 6.9, it is not intended that any contract between us and the Customer for the supply of Services should be enforceable by any third party.
4.5 Any waiver by a party any of these terms and conditions shall be limited to the particular instance and shall not operate or be deemed to operate as a future waiver of that or any other term.
5. LIMITATION OF LIABILITY
5.1 Subject to clause 4.1 and to the maximum extent permitted by law a Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind (whether in contract, tort (including negligence), statute, equity or otherwise) resulting in any way from:
(a) any errors in or omissions from the Services or any Materials available or not included therein,
(b) the unavailability or interruption to the supply of the Services or any Materials or any part thereof,
(c) Customer’s use or misuse of or reliance upon the Services or Materials (regardless of whether you received any assistance from a Covered Party in using or misusing or relying upon the Services or Materials),
(d) your use of any software, hardware or other equipment in connection with the Services,
(e) the content or lack of content of the Services or Materials,
(f) any delay or failure in performance caused by a breach of these General Terms and Conditions by you, the unavailability of information or communications technology systems, acts or omissions of third parties, or other circumstances beyond the reasonable control of a Covered Party, or
(g) any negligence of a Covered Party or its employees, contractors or agents in connection with the performance of our obligations under these General Terms and Conditions (other than liability for death or personal injury caused by negligence).
5.2 “Covered Party” means (a) us, our affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of us or our affiliates; and (b) each third party supplier of us or our affiliates, and the affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of us or our affiliates.
5.3. Our liability to you for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that you, your affiliates, your Authorised Users, officers, directors, employees, subcontractors, agents, successors or assigns caused or contributed to that loss or damage.
5.4 SUBJECT TO CLAUSE 4.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COVERED PARTIES WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY OR OTHERWISE SHALL NOT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR SERVICES THE AMOUNT YOU PAID FOR THE SERVICES AND MATERIALS IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
5.5 SUBJECT TO CLAUSE 4.1, THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY “INDIRECT LOSS” BEING (A) LOSS OF PROFITS, CONTRACTS, BUSINESS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, BUSINESS INFORMATION OR DATA; AND (B) ANY LOSS NOT ARISING NATURALLY OR ACCORDING TO THE USUAL COURSE OF THINGS FROM THE RELEVANT BREACH, ACT OR OMISSION IN CONNECTION WITH THESE GENERAL TERMS AND CONDITIONS OR THE SERVICES AND MATERIALS WHETHER OR NOT SUCH LOSS MAY REASONABLY BE SUPPOSED TO HAVE BEEN IN THE CONTEMPLATION OF BOTH PARTIES AT THE TIME THEY ENTERED INTO THESE GENERAL TERMS AND CONDITIONS AS THE PROBABLE RESULT OF THE RELEVANT BREACH, ACT OR OMISSION.
5.6 The Services and Materials are provided for reference purposes only and are not intended, nor should they be used, as a substitute for professional advice or judgment or to provide legal advice with respect to particular circumstances, including the legal and regulatory compliance obligations of your business.
5.7 We do not undertake any obligation to consider whether the information provided to or by us for the purpose of our Services or Materials (including answering a query) is either sufficient, up to date or appropriate for any particular or actual circumstances. Whilst reasonable efforts are made to keep the Services and Materials up to date, you should obtain independent verification or advice before relying upon any piece of information in circumstances where loss or damage may result.
5.8 We are not a law firm; we do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of a practising lawyer. Nothing in the Services, or the Materials or in these General Terms and Conditions (including the Additional Terms) nor any receipt or use of the Services or Materials, shall be construed or relied on as advertising or soliciting to provide any legal services, creating any solicitor-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of us or our staff.
6.1 These General Terms and Conditions continue in force for the minimum period of your subscription as specified in your Order Form (“Price Plan Period”). These General Terms and Conditions will automatically renew on the date following the expiration of the Price Plan Period (“Renewal”) for additional terms equal in duration to the period specified in the Price Plan Period or where not specified for additional 12 month terms unless you provide us with a notice of termination in accordance with clause 6.2. The price payable for the Services and Materials will be the price payable in the immediately preceding Price Plan Period, plus an annual adjustment (or actual usage level for the preceding year, whichever is the higher). A pre-determined annual adjustment may be specified in your written agreement with LexisNexis or Order Form or, if not, will be notified to you by the Renewal date.
6.2 Either party may terminate the subscription for access to the Services and Materials upon written notice to the other for breach. Other than monthly subscriptions, you may terminate these General Terms and Conditions (in whole or in part) by giving us at least 90 days’ written notice, to expire the day before the anniversary of the commencement date or last day of the period set forth in the Price Plan Period (whichever is the later) as specified in the Order Form ("Customer Notice Period"). We may terminate these General Terms and Conditions (in whole or in part) by giving at least 60 days’ written notice. Our only obligation in this event shall be the pro rata refund of any charges paid in advance. We may suspend or discontinue providing the Services or Materials to you without notice and pursue any other remedy legally available to us if you fail to comply with any of your obligations hereunder. On termination of these General Terms and Conditions, any licence granted under these General Terms and Conditions (including the licence in clause 2.1) terminates with the exception of the following residual rights:
(a) you and your Authorised Users may continue to use the Materials content purchased as at the date of termination and continue to use the Materials subject to the licence conditions in these General Terms and Conditions, at your own risk;
(b) LexisNexis is not obliged to continue to provide any further Services or to store, maintain, back-up, retrieve or restore any Materials that are lost or deleted by you;
(c) you will no longer receive amendments to the Materials, alerts relating to the Materials, updates to the technology used in the Materials, or support or maintenance from LexisNexis. As such you acknowledge that this could impact the usability of the Materials content from termination; and
(d) clauses 2.4, 2.5, 2.6, 4, 5, 6.4, 6.6 and 6.9 of the General Terms and Conditions survive termination.
6.3 These General Terms and Conditions (including any Additional Terms) may be changed by us from time to time, however changes detrimental to you may only be changed at the expiry of your subscription for access to the Services and Materials. All other provisions may be changed by us within 7 days of giving notice to you. If any changes are made to the General Terms and Conditions that are detrimental to you, you may terminate these General Terms and Conditions upon written notice to us if any such change is unacceptable to you. For termination to be effective under this clause, we must receive your notice of termination within 30 days of the date of the notice. Continued use of the Services or Materials following the expiration of 30 days following the date our notice to you of any detrimental change constitutes acceptance of the change but does not affect your other termination rights. Continued use of the Services or Materials during the period starting on the effective date of the change until the date of termination by you in accordance with this clause will be subject to the changes notified to you, including any increases in price.
6.4 Neither party will disclose to any third party details of these General Terms and Conditions or any of the negotiations undertaken in relation to these General Terms and Conditions, including any pricing or discounting terms, without the prior written consent of the other.
6.5 Except as otherwise provided herein, all notices and other communications to you hereunder shall be in writing or displayed electronically in the Services or Materials. Notices to you shall be deemed to have been properly given on the date posted, if posted; on the date first made available, if displayed in the Services or Materials; or on the date received, if delivered in any other manner. Notices to us should be sent to your LexisNexis account representative, or if you do not have an account representative to LexisNexis customer services, at LexisNexis, Level 1, Tower 2, 475 Victoria Avenue, Chatswood NSW 2067 with a copy by email to firstname.lastname@example.org. Notices to you, if sent by email or by post, shall be sent to the postal address or email address LexisNexis has on record.
6.6 The failure of a party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
6.7 You may not assign your rights or delegate your duties under these General Terms and Conditions (including any Additional Terms) without our prior written consent. You agree that LexisNexis may delegate its duties under these General Terms and Conditions as it considers fit.
6.8 These General Terms and Conditions (including the Additional Terms) shall be governed by and construed in accordance with the laws of New South Wales and each party submits to the non-exclusive jurisdiction of the courts of New South Wales.
6.9 Each Covered Party (other than us) and each third party supplier of the Services or Materials has the right to assert and enforce any provisions in these General Terms and Conditions expressed to be for the benefit of such Covered Party or third party supplier directly against you and we enter into these provision as agent of such Covered Party or third party supplier (as applicable).
6.10 We will use personal information collected from or provided by you for the purposes of (a) facilitating access to and use of the Services and Materials to you, (b) providing customer support, billing and other similar activities related to the Services and Materials, and (c) keeping you informed about products, services, offers and upcoming events and to improve our services. We may also provide personal information collected from, or provided by, you to third parties for the purpose of providing direct marketing offers which we think may be of interest. If you do not wish to receive information about other products, services, offers and events, please notify our privacy officer in writing sent to email@example.com.
6.11 In accordance with the Privacy Act 1988 (Cth), we will provide and export personal information collected from, or provided by you to third parties and other members of our company group, including Reed Elsevier Inc. in the United States, for the purposes of (a) providing access to and use of the Services and Materials, and (b) providing customer support, billing and other similar activities related to the Services and Materials.
6.13 These General Terms and Conditions will be enforced to the fullest extent permitted by applicable law. If anything in these General Terms and Conditions is unenforceable, illegal or void then it is severed and the rest of these General Terms and Conditions remains in force.
6.14 These General Terms and Conditions including any applicable Additional Terms, constitute the entire agreement between the parties concerning the subject matter of these General Terms and Conditions and supersede all previous communications, representations, inducements, undertakings, agreements or arrangements between the parties.
Terms of Trade
1. These Terms of Trade are incorporated into all contracts for the supply of goods and services (”Goods & Services”) to the Customer (as defined on the “LexisNexis Contract - Online/Print”, “Solution Services Agreement” or other order form also referred to herein as "you") by Reed International Books Australia Pty Limited trading as LexisNexis (”LexisNexis”, “us”, “our” or “we”), other than contracts specified in clause 2. They supersede any previously issued versions of the Terms of Trade.
2. Where there is, in force, a separate written agreement concerning Goods & Services, which has been signed by an authorised LexisNexis representative, the terms of that agreement will, to the extent that there is any conflict between that agreement and these Terms of Trade, prevail over these Terms of Trade.
3. Subject to the warranties and guarantees contained in the applicable LexisNexis General Terms and Conditions, the Customer acknowledges that Goods & Services supplied may differ in nonmaterial respects from those advertised in our catalogue or other promotional material.
4. If the Customer has not previously submitted an order to us, the Customer must also complete and submit with an order a Customer Account Application Form (“Application”). Acceptance of an order is subject to approval of the Application by our head office.
5. Subject to clauses 7 to 11 below, and except to the extent expressly stated otherwise in any separate written agreement with LexisNexis or in your customer order form, the price payable for Goods & Services shall be the total price specified in our current price list or catalogue, less any discounts agreed in advance in writing by us and plus the applicable cost of packaging, postage and delivery (“Delivery Charges”). Prices and Delivery Charges are subject to change without notice.
6. Pursuant to the Payment Systems (Regulation) Act 1998 (Cth) and the Payment System (Regulation) Regulations 2003, LexisNexis reserves the right to charge Customer a fee which LexisNexis may incur as a result of Customer making a payment in excess of AUD$10,000 by credit card. Disclosure of this fee amounting to 2% of the total fees paid by the Customer is via these Terms of Trade, and tax invoices issued by LexisNexis to Customer from time to time.
7. Existing discounts agreed by us as at the date of these Terms of Trade shall continue to have effect for the remainder of the Price Plan Period (but will not necessarily apply to any renewal). Subject to clause 8, discounts for hardcopy subscriptions only apply to subscribers to both the online and hardcopy format.
8. Any promotional offer that LexisNexis makes is exclusive of and cannot be used with any other offer, promotion or discount.
9. The price payable for updating material for printed encyclopaedic and loose-leaf publications shall be the price advised by us at the time of publication of any such updated material.
10. The Customer must let us know as soon as practicable if the number of Authorised Users increases or decreases. If there is an increase in this number, the price payable will automatically be adjusted to cover the price of additional licences. If there is a decrease in this number, the price payable will be adjusted effective from the Customer’s next renewal.
11. All prices are inclusive of GST.
12. By submitting the Application, the Customer authorises us to carry out any credit checks with third parties as we may require. The Customer authorises us to make any enquiries and to use, exchange or disclose any information which is disclosed in the Application or is obtained by us from any third party from or to any other credit provider or credit reporting agency: a) Concerning the Customer's credit worthiness; and b) for the purpose of providing or obtaining a reference.
13. We may impose credit limits which may be varied by us from time to time. If the Customer exceeds the credit limit then Goods and Services will be withheld until the account is back to a reasonable level within the credit limit as determined by us.
14. The Customer must pay the amount specified in an invoice in full within 30 days of the date of the invoice (unless we agree otherwise in writing).
15. If the Customer does not pay us the invoiced amount in full within the time stipulated in the invoice, we may, without limitation a) withhold further supplies including Goods & Services which have already been fully paid; or b) charge interest on amounts outstanding at a rate equal to 1.5% per month or the highest rate permitted by law, whichever is lower; or c) submit the Customer’s account to a collection agency. If we do submit the account to a collection agency, the Customer agrees that we may recover the outstanding amount specified in the invoice including interest, our legal costs, bank fees and charges and other expenses incurred in attempting to recover the debt and any fees and commissions or other amounts we pay to any collection agency to act on our behalf.
16. Where we make individual deliveries of Goods and Services or deliveries in instalments, the Customer may be invoiced separately for each delivery in which case, the Customer agrees to pay each invoice according to its terms.
17. We reserve the right to charge the Customer a surcharge for payments made by credit card. We reserve the right to make changes to this surcharge from time to time or extend the surcharge to other methods of payment. If we make any changes, we will notify the Customer in writing before the changes take effect in accordance with the variation clause of the applicable LexisNexis General Terms and Conditions.
18. Online and digital products supplied are also subject to the applicable LexisNexis General Terms and Conditions and to Additional Terms .Customers are required to accept these additional terms and conditions before first using the product.
19. Delivery of online and digital products is made using the World Wide Web, and as such is subject to Customer having internet access and appropriate IT equipment, resources and facilities and meeting any other technical requirements specified by us from time to time.
20. Pay As You Go (“PAYG”) Subscriptions. a) Updates to printed encyclopaedic and loose-leaf services, journals and reports will be invoiced upon publication. b) Despite any term to the contrary, Customers may terminate PAYG Subscriptions by providing 90 days written notice at any time.
21. Supplements. For hard copy products that are updated by supplements between editions, when purchasing the main work customers will automatically be sent the updating supplement on publication and will be invoiced for these when received by us.
22. Orders for printed products are accepted by us subject to availability of stock and may be delivered in two or more instalments. Subject the warranties and guarantees included in the applicable LexisNexis General Terms and Conditions, and to the maximum extent permitted by law, LexisNexis has no liability for any loss of trade or profit to the Customer as a result of delay in delivery or delivery of incorrect or faulty goods.
23. Delivery will be made to the address specified on the order by the Customer or its agent, or to a carrier designated by the Customer, or to other such addresses as are notified to us from time to time.
24. Risk in Goods & Services passes to the Customer on delivery under clause 22 above. Title to Goods & Services will pass to the Customer on payment in full.
25. Time is not of the essence for delivery of Goods & Services and our liability for incorrect delivery or failure to deliver is limited in accordance with the “Limitation of Liability” clause of the applicable LexisNexis General Terms and Conditions.
LOSS OR DAMAGE IN TRANSIT
26. Claims for damage or partial delivery or complete loss of consignment must be notified to us within 30 days of the date of invoice.
27. Returns of printed Goods & Services other than Goods & Services supplied under PAYG Subscriptions will be accepted for credit provided they are received at our warehouse within 30 days of the date of invoice, are accompanied by a copy of the returns note/invoice, have a valid authorisation code obtained from our Customer Services department before Goods & Services are returned and are in a condition fit for re-sale. Refunds will be given only where the Goods & Services are returned as above and there are no other amounts outstanding and due on the Customer’s credit account with us.
28. Except as otherwise provided herein, all notices and other communications to you hereunder shall be in writing or displayed electronically in the Services by the provider thereof. Notices to you shall be deemed to have been properly given on the date posted, if posted; on the date first made available, if displayed in the Services; or on the date received, if delivered in any other manner. Notices to us should be sent to your LexisNexis account representative, or if you do not have an account representative to LexisNexis customer services, at LexisNexis, Level 1, Tower 2, 475 Victoria Avenue, Chatswood NSW 2067 with a copy by email to firstname.lastname@example.org. Notices to you, if sent by email or by post, shall be sent to the postal address or email address LexisNexis has on record.
29. Any change to the Customer details, including name, invoice, delivery and site addresses must be notified to us in writing within 30 days of the date of the change.
30. We may cancel or suspend delivery of any ordered product or service by written notice to you in the event of any delay or non-performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.