LICENCE AGREEMENT FOR USE OF ONEVIEW.
This licence agreement ("Licence Agreement") is a legally binding Licence Agreement between you ("the Licensee") and Weightmans LLP (CRN: OC326117) whose registered office is at 100 Old Hall Street, Liverpool L3 9QJ ("Weightmans") for Licensee’s access to OneView (as defined below) during the term of this Licence Agreement.
BY CLICKING "ACCEPT" YOU AGREE TO THE TERMS OF THIS LICENCE AGREEMENT WHICH WILL BIND YOU AND YOUR EMPLOYEES.
1.1 In this Licence Agreement the following expressions shall, unless the context otherwise requires, have the following meanings:
|"Authorised Third Parties"||
A third party authorised by the Licensee to obtain and use OneView (strictly in accordance with the Permitted Purpose only) and who has entered into a binding written agreement with the Licensee, the terms and conditions of which will impose obligations upon such third party equivalent to, or more onerous than, the terms and conditions of this Agreement;
|“Client Relationship Partner”||
In respect of any client of Weightmans or Weightmans (Scotland) LLP, the member of the relevant LLP who has been appointed as the Client Relationship Partner primarily responsible for the care of that client;
|"the Commencement Date"||
The date upon which Licensee clicked on the "checkbox" in relation to this Licence Agreement;
Information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, clients, customers, products, affairs and finances of either party or any group company of that party for the time (including, in the case of Weightmans, Weightmans (Scotland) LLP) being confidential to that party or any of that party’s group companies and trade secrets including, without limitation, , technical data and know-how relating to the business of Weightmans or of any of Weightmans’ group companies (including Weightmans (Scotland) LLP) or any of their suppliers, clients, customers, agents, distributors, shareholders or management;
The data and materials (including but not limited to the Documents) to be provided within OneView pursuant to this Licence Agreement or as otherwise stipulated by Weightmans from time to time;
Any material displayed or hosted (or, as the context requires, to be displayed or hosted) through OneView, including without limitation any material contained in, or derived from material contained in, the files that either Weightmans or Weightmans (Scotland) LLP (CRN: SO304314) has opened in its capacity as legal adviser to the Licensee, and such other information as Weightmans and the Licensee shall agree, including by way of example only and without limitation, Weightmans’ team contact sheets, daily updates and Twitter© feeds;
|"Data Protection Legislation"||
The Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and any national implementing laws, regulations and secondary legislation relating to the processing of personal data, as amended or updated from time to time;
|“Intellectual Property Rights”||
(i) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or not); (ii) applications for registration and the right to apply for registration for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
The documents in which the Licensee has property rights and which are provided by the Licensee to Weightmans and/or Weightmans (Scotland) LLP pursuant to the delivery by Weightmans and/or Weightmans (Scotland) LLP to the Licensee of legal services;
The extranet facility by that name made available to the Licensee and Authorised Third Parties at the Commencement Date (or as otherwise stipulated by Weightmans from time to time);
The charges and related terms for access to OneView as may be agreed by the Licensee and Weightmans from time to time;
|“Permitted Purpose” Licensee’s use of OneView:||
(a) to keep itself up to date with the matters on which Weightmans and/or Weightmans (Scotland) LLP acts as its legal adviser, and with legal updates and opinions circulated by Weightmans from time to time; and/or
(b) to facilitate its business relationship with Weightmans and/or Weightmans (Scotland) LLP; and/or
(c) for such other purpose(s) as Weightmans and the Licensee shall agree;
Shall have the meaning set out in the Data Protection Legislation;
All persons employed on behalf of Weightmans or all persons employed by Licensee (as appropriate) to perform its obligations under this Licence Agreement together with Weightmans’ or Licensee’s (as appropriate) servants, agents, and suppliers and approved sub-contractors used in the performance of its obligations under this Licence Agreement;
Shall have the meaning set out in the Data Protection Legislation;
|“Weightmans (Scotland) LLP”||
Weightmans (Scotland) LLP (CRN: SO304314) whose registered office is at 144 West George Street, Glasgow, Scotland G2 2HG.
1.2 In this Licence Agreement:
- (a) any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time;
- (b) references to clauses are to clauses of this Licence Agreement;
- (c) reference to any gender includes any other gender and the singular includes the plural and vice versa;
- (d) the headings are for ease of reference only and shall not affect the construction of this Licence Agreement; and
- (e) references to the parties are (unless otherwise stated) to the parties to this Licence Agreement (namely Weightmans and the Licensee); and
- (f) the words ‘include’, ‘includes’, including’ and included’ will be construed without limitation unless inconsistent with the context.
2. Commencement and Duration
2.1 This Licence Agreement shall commence on the Commencement Date and shall continue (unless terminated earlier in accordance with the terms of this Licence Agreement) until the first of the following to occur:
- (a) if the Licensee is paying OneView Charges, the Licensee does not (whether in default or by agreement with Weightmans) make any payment of OneView Charges within a period of 14 days following the due date for such payment;
- (b) the determination by the Client Relationship Partner for the Licensee, in its capacity as a client of Weightmans and/or Weightmans (Scotland) LLP, that the Licensee has ceased to be a client;
- (c) the Licensee notifies Weightmans, in accordance with clause 18, that it no longer wishes to have access to OneView.
3.1 From the Commencement Date until termination of this Licence Agreement Weightmans shall use its reasonable endeavours to make OneView available to the Licensee only in accordance with this Licence Agreement.
3.2 The Licensee shall not, and the Licensee shall ensure that an Authorised Third Party shall not, access OneView save as strictly required for the Permitted Purpose.
4. Access to and Use of OneView
4.1 Subject to the Licensee fully complying with its obligations pursuant to this Licence Agreement, Weightmans grants to the Licensee a non-exclusive licence to access OneView during the term of this Licence Agreement PROVIDED THAT such use shall be fully in accordance with the terms and conditions set out in this Licence Agreement, for the Permitted Purpose only and in accordance with any legislation, regulation, code or practice applicable to the Licensee or similar documentation in force from time to time.
4.2 [OneView (including the Data) is provided to the Licensee on an “as is” basis. The Licensee acknowledges that the Data are provided for guidance only and are not intended, and should not be used, as a substitute for legal advice tailored to the Licensee’s individual circumstances. Weightmans makes no warranty as to the fitness of the Data for the Permitted Purpose.]
4.3 The Licensee warrants and undertakes to Weightmans that:
- (a) it will not attempt to access and/or use OneView and/or any Data (save for the Licensee Material) for any purposes other than the Permitted Purpose;
- (b) it will not permit any third party, save for Authorised Third Parties, to obtain access to OneView and it will immediately notify Weightmans of any circumstances it is aware of relating to any use of OneView and/or the Data (save for the Licensee Material), other than for the Permitted Purpose;
- (c) it will not have any interest or right of ownership whatsoever (including any intellectual property right) in OneView (including the Data, save for the Licensee Material);
- (d) it must adhere, at all times, with any other reasonable instructions from Weightmans in its use of OneView and/or the Data provided by OneView and in all related documentation supplied to the Licensee;
- (e) it will have in place written terms and conditions with any organisation to whom it passes, or with whom it shares, Data to comply with obligations equivalent to those placed upon the Licensee pursuant to clauses 4.3(a) to 4.3(c) inclusive and clause 5 of this Licence Agreement.
4.4 The Licensee further warrants and undertakes to Weightmans that:
- (a) it has the right and authority to enter into this Agreement and to perform the actions and undertake the obligations contemplated herein;
- (b) the use of the Licensee Material by Weightmans and its Personnel will not infringe the intellectual property rights of any third party; and
- (c) the transfer to Weightmans of any Licensee Materials shall comply with all applicable law and that it has all necessary consents, approvals and licences to enable the lawful transfer and subsequent use by Weightmans of such information in accordance with this Agreement.
4.5 The Licensee is responsible for making all arrangements necessary for its access to OneView. Weightmans is not a service provider. The Licensee is responsible for the payment of any fees charged by its internet service provider.
4.6 The Licensee will be provided with unique username and password details and/or security codes (“Access Details”) which shall be used by the Licensee and Authorised Third Parties to access OneView. The Licensee shall be liable for the protection of and the activity on OneView which is carried out through the use of such Access Details. Weightmans shall not be responsible for monitoring the identity of Authorised Third Parties.
4.7 If the Licensee knows or suspects that an unauthorised person knows its Access Details, the Licensee must promptly notify Weightmans who will cancel the Licensee’s existing Access Details and provide the Licensee with new Access Details.
4.8 Documents may be confidential and/or subject to legal privilege. The Licensee must not distribute, or otherwise facilitate or permit access to, the Documents (other than the Licensee Material), except to persons authorised to read them.
4.9 The parties acknowledge that the Licensee shall retain all right, title and interest to Licensee Material which it contributes to OneView and Weightmans shall hold such Licensee Material as licensee of the Licensee. The parties further hereby acknowledge that, for the purposes of this Licence Agreement, the intellectual property rights in OneView as a whole shall be the property of Weightmans.
4.10 With effect from the Commencement Date, the Licensee grants to Weightmans (and/or any of its Personnel) a, royalty-free, non-exclusive, non-transferable, irrevocable licence to use any and all intellectual property rights in the Licensee Material for the purposes envisaged by this Agreement (including but not limited to incorporation of such Licensee Material into OneView (including the Data).
4.11 Weightmans hereby reserves the right to grant a sub-licence in respect of Licensee Material to any other person (including but not limited to for the purpose of their establishing, administering or maintaining OneView, or for the creation of Documents).
4.12 Weightmans shall be entitled to create or collect any reasonable data or information about the Licensee’s use of OneView: (a) to assess the Licensee’s compliance with the terms and conditions of this Licence Agreement; (b) to ensure that each party meets its legal or regulatory obligations; (c) to improve the Licensee’s OneView experience; or (d) otherwise for Weightmans’ internal business purposes. Weightmans will, in particular, monitor the email and IP addresses of the Licensee and the Authorised Third Parties, and may monitor other information, including by way of example only and without limitation, their log-in information, the pages of OneView that they access and the platform from which they access, and the screen resolution used to view, OneView.
4.14 Weightmans shall (at its absolute discretion and without liability) have the right to suspend access to OneView without notice for such period as it deems fit.
5.1 Weightmans does not guarantee that OneView will be secure or free from bugs, viruses or other such technologically harmful material.
5.2 The Licensee is responsible for configuring its information technology, computer programs and platform in order to access OneView. The Licensee shall use its own virus protection software.
5.3 The Licensee must not misuse OneView by knowingly introducing viruses, trojans, worms, logic bombs, time-bombs, keystroke loggers, spyware, adware or other material which is malicious or technologically harmful. The Licensee must not attempt to gain unauthorised access to OneView, the server on which OneView is stored or any server, computer or database connected to OneView. By breaching this provision, the Licensee would commit a criminal offence under the Computer Misuse Act 1990. Weightmans will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing the Licensee’s identity to them. In the event of such a breach, the Licensee’s right to use OneView shall cease immediately.
5.4 Weightmans shall not be liable for any loss or damage caused by a virus or any other technologically harmful material that may infect the Licensee’s computer equipment, computer programs, data or other proprietary material due to the Licensee’s use of OneView or to the Licensee’s downloading of any Data on it or on any website linked to it.
6. Escalation Procedure
If any issue arises between the parties in relation to this Licence Agreement and remains unresolved after each has used its reasonable endeavours to seek to resolve it, then each party shall be entitled to arrange a meeting between a duly authorised representative from each of the parties as soon as is reasonably practicable. The representatives of each party shall attend the meeting and use all reasonable endeavours to negotiate a settlement of the issue.
In the event that charges are payable by the Licensee for access to OneView, the Licensee will pay the OneView Charges in the amounts and at the times agreed in writing by Weightmans and the Licensee.
8.1 Weightmans does not make or include any representations, warranties or guarantees relating to and including but not limited to the availability, accuracy, completeness and/or suitability of OneView and/or the Data and Weightmans hereby excludes to the fullest extent permitted by law all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to OneView and/or the Data in that regard.
8.2 The maximum aggregate liability of Weightmans under or in connection with this Licence Agreement in respect of all claims by the Licensee against Weightmans giving rise to the liability of Weightmans whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise shall not exceed £10,000.
8.3 Without prejudice to clause 8.2, Weightmans shall not be liable under this Licence Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise.
8.4 Nothing in this Licence Agreement shall limit the liability of any party for death or personal injury caused by the negligence of that party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this Licence Agreement.
9. Statutory, Regulatory and Security Requirements
9.1 Each of the parties undertakes to the other that it will at all times in relation to this Licence Agreement comply in all respects with all relevant statutory provisions and other regulatory controls or requirements from time to time in force which are applicable to the relevant party (including but not limited to the protection of Personal Data), together with all and any requirements imposed or made by any governmental or quasi-governmental or regulatory Licensee.
9.2 The Licensee shall not do any act that puts Weightmans in breach of its obligations under the Data Protection Legislation (including but not limited to the Licensee Material being ‘personal data" for the purposes of the Data Protection Legislation) for the purposes of this Agreement.
9.3 The Licensee shall at all times comply with its obligations under the Data Protection Legislation, including but not limited to, taking appropriate technical and organisational measures against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
10. Licence requirements
10.1 Except as expressly stated in this Licence Agreement or as permitted by law, the Licensee has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to OneView in whole or in part.
10.2 Without prejudice to the foregoing, the Licensee shall ensure that any Access Details in relation to OneView are kept confidential at all times and only used by Personnel, and/or Authorised Third Parties (as appropriate) (authorised by Weightmans for such purposes) fully in accordance with the terms and conditions of this Licence Agreement.
11.1 Weightmans shall be entitled to terminate this Licence Agreement forthwith without liability, on 14 days’ written notice to the Licensee for any reason whatsoever.
11.2 Weightmans shall be entitled to terminate this Licence Agreement forthwith by written notice to the Licensee, in the event that the Licensee commits any material breach of its obligations under this Licence Agreement and shall have failed (in the case of a breach capable of remedy) to remedy the breach within seven days of the receipt of a written notice from Weightmans specifying the breach, requiring that it be remedied and indicating that failure to remedy the breach may result in termination of this Licence Agreement.
11.3 On termination of this Licence Agreement for any reason:
- (a) the Licensee will no longer have access to OneView;
- (b) the licence granted to Weightmans pursuant to clauses 4.10 and 4.11 in relation to Licensee Material shall not be affected by such termination;
- (c) the accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of this Licence Agreement which existed at or before the date of termination; and
- (d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12. Third Party Rights
A person who is not a party to this Licence Agreement has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this Licence Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
13.1 Each party shall keep in strict confidence all of the other party's Confidential Information and (except with the prior written consent of the disclosing party) shall, and shall procure that its Personnel who work on its behalf shall:
- (a) not use or exploit the other party's Confidential Information in any way except for the purpose of this Licence Agreement, or the purpose of any wider business relationship between the parties;
- (b) not disclose or make available the other party's Confidential Information in whole or in part to any third party, except as permitted by this Agreement;
- (c) not copy, reduce to writing or otherwise record the other party's Confidential Information in whole or in part except as strictly necessary for the purpose of this Agreement or the purpose of any wider business relationship between the parties (and any such copies, reductions to writing and records shall be the property of the disclosing party);
- (d) not use, reproduce, transform, or store the other party's Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
- (e) unless otherwise agreed, keep separate the other party's Confidential Information from all of its documents and other records;
- (f) apply the same security measures and degree of care to the Confidential Information it applies to its own Confidential Information; and
- (g) unless otherwise agreed, ensure that any document or other records containing the other party's Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or record from its premises.
13.2 Each party shall restrict disclosure of such Confidential Information to such of its Personnel as need to know it for the purpose of discharging its obligations under this Agreement or the purpose of any wider business relationship between the parties, and shall ensure that such Personnel are subject to obligations of confidentiality corresponding to those which bind it. Each party shall be liable for the actions or omissions of its Personnel as if they were actions or omissions of that party.
13.3 A party may disclose the other party's Confidential Information to the extent that such Confidential Information is required to be disclosed by law, by any governmental or other regulatory body, or by a court or other body of competent jurisdiction provided that, to the extent it is legally permitted to do so , it gives the other party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.3, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.
13.4 Each party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first notifying the other party of such disclosure.
13.5 Upon termination of this Agreement, at the request of either party (the “first party”), the other party shall (save to the extent that such action would be contrary to any wider business relationship that the parties agree should continue beyond termination):
- (a) destroy or return to the first party all documents and materials (and any copies) containing, reflecting, incorporating or based on the first party’s Confidential Information;
- (b) erase all the first party’s Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and
- (c) certify in writing to the first party that it has complied with the requirements of this clause 13, provided that either party may retain documents and materials containing, reflecting, incorporating, or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory body and to the extent reasonable to permit the body to keep evidence that it has performed its obligations under this Agreement.
13.6 Except as expressly stated in this Agreement, Weightmans does not make any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of Weightmans' Confidential Information.
13.7 Each party acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement, accordingly, without prejudice to any other rights and remedies it may have, each party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any provisions of this Agreement.
13.8 The provisions of clause 13 shall survive the termination or expiry of this agreement.
14. Force Majeure
14.1 Neither of the parties shall be liable to the other for any failure or delay in performing its obligations under this Licence Agreement which is due to any cause beyond that party’s reasonable control (‘force majeure’) that party having used all its reasonable endeavours to remove or avoid such force majeure with all reasonable despatch.
14.2 If any party is rendered unable wholly or in part by force majeure to carry out its obligations under this Licence Agreement for a period in excess of ninety days then the non-defaulting party shall be entitled to terminate this Licence Agreement forthwith on written notice to the others. Subject to its obligations pursuant to clause 12, neither party shall have any liability to the other in respect of the termination of this Licence Agreement pursuant to this clause 12.
15. Assignment and Sub-Contracting
This Licence Agreement and all rights under it may not be assigned or transferred by the Licensee without the prior written approval of Weightmans (such approval not to be unreasonably withheld or delayed). Weightmans reserves the right to assign or novate this Licence Agreement to any third party.
16. Entire Agreement
This Licence Agreement and any agreement in respect of OneView Charges together constitute the entire agreement between the parties in respect of the provision by Weightmans of OneView and supersede all previous communications, negotiations, understandings or representations whether oral or written between the parties.
17. Proper Law and Jurisdiction
This Licence Agreement and any dispute in relation to it shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts.
Any notice to be given under this Licence Agreement by either party to the other may be given by first class mail addressed to that party at the address specified at the beginning of this Licence Agreement (in the case of Weightmans), the address specified in writing by the Licensee (in the case of the Licensee) or such other address as such party may from time to time nominate in writing for the purpose of this clause 18 and shall be deemed to have been served if given by first class mail forty eight hours after being posted.
No variation to this Licence Agreement shall be effective unless in writing signed by a director or other duly authorised officer of each of the parties.
If any provision of this Licence Agreement is or becomes illegal, void or invalid, that shall not affect the legality and validity of the other provisions.
21.1 Failure or delay by any of the parties in exercising any right or remedy of that party under this Licence Agreement shall not in any circumstances operate as a waiver of it nor shall any single or partial exercise of any right or remedy in any circumstances preclude any other or further exercise of it or the exercise of any other right or remedy.
21.2 Any waiver of a breach of, or default under, any of the terms of this Licence Agreement shall not be deemed a waiver of any subsequent breach of default and shall in no way affect the other terms of this Licence Agreement.