Sweet & Maxwell Professional Development Terms and Conditions


1. Definitions

    ''Access Details'' means the password and/or user name to enable Users to access the Service.

    ''Access Period'' means the period during which Single Access Customers are entitled to access the Service in accordance with these Terms and Conditions, as specified on the Website at the time of order or on an applicable order form.

    ''Charges'' means the fees payable by a Customer for the Service in accordance with Clause 8 below.

    ''Company Access Code'' means the code provided by the Supplier to Content Pass Subscribers and Open Pass Subscribers which allows Users to access the Service.

    ''Content'' means any content made available to Users from time to time through the Website and includes, but is not limited to, live or recorded online seminars, in audio, video or any other format, Tests, news articles, discussion and opinion videos.

    ''Content Pass Subscriber'' means a Customer who has purchased a Content Pass Subscription or a Practice Area Pass Subscription.

    ''Content Pass Subscription'' means a subscription to access the Service and to view the Content in accordance with Clause 4 below and, for the purposes of these Terms and Conditions, shall include a Practice Area Pass Subscription.

     ''CPD Hours'' means the number of hours assigned to a particular piece of Content available on the Service, which may then be claimed by Users from the appropriate regulatory body as set out in Clause 7 below.

    ''Customer'' means any person who has purchased an Open Pass Subscription, a Content Pass Subscription or Single Access.

    ''Initial Subscription Period'' means the subscription period immediately following the Subscription Start Date which shall be specified at the time of order.

    ''Open Pass Subscription'' means a subscription to access the Service and to view Content in accordance with Clause 5 below.

    ''Open Pass Subscriber'' means a person who has purchased an Open Pass Subscription.

    ''Order Form'' means any order form for the supply of the Service to Customer.

    ''Practice Area Pass Subscription'' means a subscription to access the Service and to view all Content within a specified practice area.

    ''Renewal Period'' means each successive 12 month period following the expiry of the Initial Subscription Period.

    ''Service'' means the provision of access to the Content by virtue of a Content Pass Subscription, Open Pass Subscription or Single Access.

    ''Single Access'' means access for one User to view specified items from the Content, as specified in clause 3 below.

    ''Subscriber'' means either an Open Pass Subscriber or a Content Pass Subscriber, as the case may be.

    ''Subscription'' means either an Open Pass Subscription or a Content Pass Subscription, as the case may be.

    ''Subscription Administrator'' means the individual nominated by the Customer at the time of order who has responsibility for the management of the Subscription and access to the Service by Users and who will be able to access records showing access to the Content and Test completion by Users.

    ''Subscription Start Date'' means the later of (a) the date specified as the date on which access is intended to start on the Order Form (where applicable) and (b) the actual date on which access to the Service is given.

    ''Subscription Period'' means the period during which an Open Pass Customer or a Content Pass Customer is entitled to access the Service, whether the Initial Subscription Period or a Renewal Period.

    ''Supplier'' means Thomson Reuters (Professional) UK Limited Legal Business, 100 Avenue Road, Swiss Cottage, London NW3 3PF (Company No. 1679046) Registered in England and Wales, Registered office: Aldgate House, 33 Aldgate High Street, London EC3N 1DL.

    ''Test'' means the multiple choice tests made available to Users as part of the Service.

    ''User'' means an employee or member of Customer's organisation entitled to access the Service in accordance with these Terms and Conditions.

    ''Website'' means www.legalpd.com.

2. Acceptance of Orders

(1) An order shall be deemed to have been accepted by Supplier on the earliest of:

        (a) acceptance by Supplier of payment in cleared funds; or

        (b) grant of access to the Service by Supplier; or

        (c) provision by Supplier to Customer of the Company Access Code.

3. Access to Service Single Access

(1) Subject to these Terms and Conditions and upon payment of the relevant Charges, where a Customer has purchased Single Access, the Supplier shall provide one User with access to the Service for the Access Period, which shall commence from:

        (a) in the case of Content available at the time of order, on acceptance of the order by Supplier, or

        (b) in the case of Content scheduled to be made available on the Website following the acceptance of the order, the date on which the Content is made available.

(2) Single Access Customers may, during the Access Period, permit one User to access and view the Specified Content and/or use any other functionality offered, and to access any other content or functionality that Supplier, in Supplier's sole discretion, may offer.

(3) When placing an order for Single Access, a Customer will be required to register to the Service and provide Access Details. Customer shall not disclose the Access Details to any other person under any circumstances whatsoever, and it is the responsibility of Customer to ensure the confidentiality of the Access Details and to notify Supplier immediately on becoming aware of any unauthorised use thereof.

(4) Supplier may suspend or terminate access to the Service without notice if:

        (a) any Charges or other payment due hereunder are unpaid for more than fourteen days after becoming due;

        (b) the Customer commits a material breach or default of any term herein and in the case of a breach capable of remedy shall have failed to remedy it within 21 days of receiving notice of it.

4. Content Pass Subscription

(1) Subject to these Terms and Conditions, the Supplier shall provide Content Pass Subscribers with access to the Service for the number of Users specified at the time of order, as set out in this Clause 4.

(2) Users will be able to access all Content specified at the time of Order for the Subscription Period.

(3) The Content Pass Subscriber shall provide details of the Subscription Administrator. It is the Content Pass Subscriber's responsibility to notify the Supplier if the Subscription Administrator is no longer an employee or member of the Content Pass Subscriber's organisation.

(4) The Subscription Administrator shall supply names and other requested details for all Users. The Supplier shall provide Access Details to each User to enable them to access the Service. Where incomplete and/or inaccurate User Details/Access Details (as the case may be) are provided by the Content Pass Subscriber, the Supplier shall not be liable for any delay or failure to set up access to any Service for any or all of the Users.

(5) Upon acceptance of a Customer's order for a Content Pass Subscription, the Supplier will, as soon as reasonably practicable, send the Subscription Administrator the Company Access Code by email. It is the Customer's responsibility to distribute the Company Access Code amongst Users, who may use the Company Access Code to register with the Supplier to access the Service by setting up their Access Details on the Website. The Customer shall not disclose the Company Access Code or their Access Details to any other person under any circumstances whatsoever, and it is the responsibility of Customer to ensure the confidentiality of the Company Access Code and Access Details and to notify the Supplier immediately on becoming aware of any unauthorised use thereof.

(6) The Content Pass Subscriber is responsible for notifying Supplier of Users from whom access is to be revoked; for authorised substitution of Users; and amendment of Access Details. The Content Pass Subscriber should notify Supplier by email to TRLUKI.legalpd@thomsonreuters.com. Liability arising from a failure of Content Pass Subscriber to notify Supplier of such amendments shall be Content Pass Subscriber's until such notification has been received by Supplier.

(7) Content Pass Subscriber shall not disclose the Access Details to any other person under any circumstances whatsoever, and it is the responsibility of Content Pass Subscriber to ensure the confidentiality of the Access Details and to notify Supplier immediately on becoming aware of any unauthorised use thereof.

(8) Content Pass Subscribers may purchase access for additional Users at any point during the Subscription Period, which shall be subject to additional Charges as set out on the Website or otherwise agreed with Supplier.

5. Open Pass Subscription

(1) Subject to these Terms and Conditions, Supplier shall provide Open Pass Subscribers with access to the Service as set out in this Clause 5 for the Subscription Period.

(2) Open Pass Subscribers shall provide details of the Subscription Administrator. It is the Customer's responsibility to notify the Supplier if the Subscription Administrator is no longer an employee or member of the Open Pass Subscriber's organisation.

(3) Upon acceptance of a Customer's order for an Open Pass Subscription, the Supplier will, as soon as reasonably practicable, send the Subscription Administrator the Company Access Code by email. It is the Customer's responsibility to distribute the Company Access Code amongst Users, who may use the Company Access Code to register with the Supplier to access the Service by setting up their Access Details on the Website. The Customer shall not disclose the Company Access Code or their Access Details to any other person under any circumstances whatsoever, and it is the responsibility of Customer to ensure the confidentiality of the Company Access Code and Access Details and to notify the Supplier immediately on becoming aware of any unauthorised use thereof.

(4) During the Subscription Period an Open Pass Subscriber will be entitled to access Content amounting to a specified number of CPD Hours. The number of CPD Hours to be deducted from the Open Pass Subscriber's total in respect of a particular piece of Content is specified at the time of registration for that item. CPD Hours are deducted when one User has entered their Access Details to access Content, regardless of whether they subsequently view and/or listen to that piece of Content or part thereof.

(5) Provided that an Open Pass Subscriber has sufficient CPD Hours remaining within a Subscription Period, any User who has set up Access Details in accordance with Clause 5(3) above may access the Service and use the CPD Hours. Open Pass Subscribers may restrict access to the Service to Users who register with a specific email suffix only (e.g. @organisation-name), such suffix to be specified at the time of order or at any time during the Subscription Period by emailing Supplier at TRLUKI.legalpd@thomsonreuters.com.

(6) Subject to Clause 5(5) above registered Users will, during the Subscription Period, be able to access Content, complete Tests and access any other content or functionality that Supplier, in their sole discretion, may offer.

(7) CPD Hours may only be used within the current Subscription Period and any CPD Hours that remain unused at the end of a Subscription Period will expire on that date. There will be no refunds made by Supplier to Open Pass Subscribers in respect of unused CPD Hours and CPD Hours may not be carried forward for use in any subsequent Renewal Period.

(8) Open Pass Subscribers may purchase additional CPD Hours at any point during the Subscription Period (''Top-up Hours''), which shall be subject to additional Charges as set out on the Website or otherwise agreed with Supplier. Top-up Hours shall expire at the end of the current Subscription Period regardless of date of purchase.

6. Changes to the Service

(1) Supplier reserves the right to make changes to Content in Supplier's sole discretion, including but not limited to the substitution of advertised speakers, the removal of Content and changes to the advertised dates, topics and times of particular Content. Subscribers will not be entitled to cancel their order or to any refunds where such changes are made to Content.

(2) Single Access Customers shall have a right to cancel their order in the following circumstances:

        (a) Where Supplier substitutes the topic of a forthcoming piece of Content, Customers may cancel their order if they do not wish to view the Content as substituted, provided that they send this request to Supplier by email to TRLUKI.legalpd@thomsonreuters.com at least 24 hours prior to the advertised publication date of the Content, in which case Customer will not be charged or will be credited the price on the invoice (where Customer has already paid). There will be no right to any refund or cancellation where Supplier has substituted a speaker.

        (b) Where Content is removed from the Service, Single Access Customers may cancel their order if they have not already completed the Test associated with such Content, provided that they send this request to Supplier by email to TRLUKI.legalpd@thomsonreuters.com during the Access Period, in which case Customer will not be charged or will be credited the price on the invoice (where Customer has already paid).

        (c) Supplier will make all reasonable efforts to ensure that Content due to be broadcast live takes place on the advertised date and time. In the event that such Content does not take place at the advertised date and time it will be held at an alternative date/time at Supplier's sole discretion. Customers who have purchased Single Access may cancel their order if they do not wish to view the rescheduled Content, provided that they send this request to Supplier by email to TRLUKI.legalpd@thomsonreuters.com within 48 hours of the notification by Supplier of the new live broadcast date. Customer will not be charged or will be credited the price on the invoice (where Customer has already paid).

(3) Supplier reserves the right without notice to alter the arrangements for access to the Service.

(4) Supplier may suspend or restrict access to the Service at any time to allow Supplier or its suppliers to carry out essential updating, maintenance and repairs of the Service.

7. Continuing Professional Development

(1) Supplier is authorised by the Solicitors Regulation Authority (SRA), the Association of Personal Injury Lawyers (APIL) and the Bar Standards Board to provide CPD and Users can claim CPD Hours in respect of certain content as set out on the Website.

(2) Completion of a Test by a User is taken to constitute a representation by the User that the User has personally viewed or listened to the relevant Content and undertaken the work required for the purposes of completing the Test.

(3) It is the sole responsibility of Users to ensure that they comply with the requirements of the relevant regulatory body in recording and claiming CPD hours.

8. Charges and Payment

(1) The Charges payable shall be as set out on the Order Form, Website or as otherwise agreed in writing by the parties.

(2) Where Customer does not pay the Charges in full at the time of placing an order Supplier will send an invoice or a request for payment to Customer upon acceptance of Customer's order.

(3) The Customer shall pay the Charges and any additional sums which are agreed between the Supplier and the Customer in full in cash or cleared funds within thirty (30) days of the date of invoice, or immediately upon receipt of a request for payment, as the case may be.

Unless otherwise stated, all Charges made are inclusive of any applicable value added tax levied at the prevailing rate from time to time.

(4) Where the Customer intends to pay the Charges by debit or credit card, the Customer hereby authorises the Supplier to debit the said card with the sums due.

(5) Accounts are by application to the Supplier, and are at the Supplier's sole discretion.

(6) All Telecoms charges incurred in the use of the Service are the responsibility of Customer.

9. Cancellation of Orders for Single Access

(1) Customers who have purchased Single Access may cancel an order to view Content being broadcast live by notifying Supplier by email to TRLUKI.legalpd@thomsonreuters.com, such notice to be received by Supplier at least 7 days before the scheduled broadcast date. For the avoidance of doubt, cancellations will not be permitted where Customer has placed an order to view live Content within 7 days of the scheduled broadcast date, or if Customer has placed an order to view Content which is already published on the Website.

(2) Subject to Customer complying with Clause 9(1) above, Customer will not be charged for the order or will be credited the price on the invoice (where Customer has already paid) and Supplier will charge a 50 administration fee (exclusive of VAT at the prevailing rate).

(3) This Clause 9 does not affect any right of cancellation under Clause 6 above.

10. Term and Termination of Subscriptions

(1) Open Pass Subscriptions

        (a) Open Pass Subscriptions will commence on the Subscription Start Date and shall continue for the Initial Subscription Period and shall then renew for successive Renewal Periods until termination takes place in accordance with the provisions set out in clauses 10(3) or 10(4) below.

        (b) Prior to the expiry of the current Subscription Period, Supplier will send Open Pass Subscribers an invoice in respect of Charges payable for the next Subscription Period. If an Open Pass Subscriber wishes to amend the number of CPD Hours or Users for their Open Pass Subscription, or to terminate their Open Pass Subscription with effect from the expiry of current Subscription Period, Open Pass Subscriber must inform Supplier within 30 days of the invoice date by email to TRLUKI.legalpd@thomsonreuters.com, otherwise the Open Pass Subscriber will be deemed to have agreed to pay the Charges in respect of the next Subscription Period in full.

(2) Content Pass Subscriptions

Content Pass Subscriptions will commence on the Start Date and shall continue for the Initial Subscription Period unless earlier termination takes place in accordance with the provisions set out in clause 10(3).

(3) Open Pass Subscriptions & Content Pass Subscriptions

A Subscription may be terminated by either party where:

        (a) the other commits a material breach of these Terms and Conditions, provided that where the breach is capable of being remedied, then the defaulting party shall have failed to remedy the same within 30 days of receiving notice specifying the breach and requiring its remedy; or

        (b) by written notice to the other of not less than 30 days prior to, but not taking effect until, the expiry of the Initial Subscription Period or current Renewal Period.

This clause 10(3) does not restrict an Open Pass Subscriber's right of termination in clause 10(1)(b) above.

(4) If at any time Supplier for any reason decides to cease general provision of the Service, Supplier may cancel that Service by providing not less than ninety (90) days' written notice to Subscriber and shall refund any pre-paid Charges in respect of the Service for the period following termination to the expiry of the current Subscription Period.

11. Copyright

(1) All rights, title and interest in the Website, Content, audio and visual recordings and transcripts in all languages, formats and media throughout the World, including all copyrights, are and will continue to be the property of Supplier or its licensors, as the case may be.

(2) Customer shall promptly inform Supplier if Customer becomes aware of any unauthorised use of the Service or of the Service content, any actual, threatened, or suspected infringement of any intellectual property of Supplier or its licensors which comes to Customer's notice, and any claim by any third party coming to its notice that the Service infringes the intellectual property or other rights of any other person.

12. Downloadable Content

(1) Certain pieces of Content (which includes but is not limited to transcripts and audio files) may be made available for download from the Service by Users (''Downloadable Content''). Users may only download and use Downloadable Content in accordance with this Agreement.

(2) User may:

        (a) download the Downloadable Content to any device including a mobile.

        (b) download the Downloadable Content to a storage device under the exclusive control of User and store the same in order to view or listen to the Downloadable Content.

(3) The Downloadable Content may not be stored in any form of know-how or retention database.

(4) Except as expressly permitted by this Agreement or by applicable law, or with Supplier's prior written permission, User may not do the following (nor may User permit a third party to do the same):

        (a) copy, download, store, publish, transmit, transfer, sub-licence, distribute, sell or otherwise use any Content in any form or by any means;

        (b) re-use, reproduce, decompile, reverse engineer, disassemble, or interfere in any way with any Content;

        (c) modify or make any alterations, additions or amendments to any Content;

        (d) create derivative works from any Content; or

        (e) sell, licence or distribute any Content to third parties or use any Content as a component of or as a basis for any material offered for sale, licence or distribution.

(5) User shall use its reasonable endeavours to keep any Downloadable Content stored (as permitted under this Agreement) secure and to prevent any third party duplicating or otherwise reproducing the same in whole or in part other than for the exercise of the rights granted by this Agreement, and shall use its reasonable endeavours to prevent whether by act or omission such duplication or reproduction except as permitted by the terms of this Agreement.

(6) User shall not do or omit to do or authorise any other person to do or omit to do any act which:

        (a) would or might invalidate or be inconsistent with any intellectual property of Supplier, its Affiliates and/or its Licensors; or

        (b) would be in breach of or otherwise inconsistent with the moral rights of the authors of any Content.

(7) User shall not delete erase remove deface or cover any trademark, service mark, trade names, numbers, copyright or other proprietary notices, guarantee, designation of origin, means of identification, disclaimer or other statement used in connection with any Content, nor shall User authorise another person to do so.

(8) User shall promptly inform Supplier if User becomes aware of:

        (a) any unauthorised use of any Content;

        (b) any actual, threatened, or suspected infringement of any intellectual property of Supplier, its Affiliates and/or its Licensors in any Content which comes to User's notice, and

        (c) any claim by any third party coming to its notice that any Content infringes the intellectual property or other rights of any other person.

(9) User shall at the request and expense of Supplier do all such things as may be reasonably required to assist Supplier in taking or resisting proceedings in relation to any infringement or claim referred to in this clause and in maintaining the validity and enforceability of the intellectual property of Supplier and/or Licensors' in any Content.

13. Disclaimer of Warranties and Limitation of Liability

(1) Except as specifically provided in these Terms and Conditions, the Service is provided ''as is'' without warranty of any kind, express or implied, including but not limited to warranties of performance, fitness for a particular purpose, accuracy, omissions, completeness, currentness and delays. It is the responsibility of Customer and/or Users to ensure that content is relevant for their training needs and/or CPD requirements.

(2) Some systems/software may not be capable of supporting the Service and Customer acknowledges (a) that it has made appropriate investigations into the necessary systems/software required to support Customer's use of the Service and (b) that performance of the Service may vary with equipment and telecommunications links with which it is used. Supplier is not liable if Customer cannot view the Content due to firewalls, other hardware or software issues, or failure of any software and/or technology used by Customer. Supplier provides a free of charge demonstration Content on the Website, and it is Customer's responsibility to check that the technology used by the Service works on Customer's systems.

(3) Supplier shall not be liable in contract, tort, delict or otherwise for any loss of whatsoever kind howsoever arising suffered in connection with the Service (whether or not caused by the negligence of Supplier).

(4) Supplier shall not be liable in contract, tort, delict or otherwise for any loss of revenue business, anticipated savings or profits, loss of goodwill or data or for any indirect or consequential loss whatsoever, howsoever arising suffered in connection with the Service (whether or not caused by the negligence of Supplier).

(5) Customer shall accept sole responsibility for the use of the Service by any User and Customer shall hold Supplier harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.

(6) Customer's exclusive remedy and Supplier's entire liability if any, for any claim(s) for damages relating to the Service made against it, whether based in contract or negligence, shall be limited to the proportion of the Charges paid by Customer relative to the specific Content which is the basis of the claim(s) during the 12 month period preceding the event giving rise to such claim.

(7) None of these Terms and Conditions shall operate to exclude or restrict liability for fraud or for death or personal injury resulting from the negligence of Supplier or the appointed agents or employees of Supplier whilst acting in the course of their employment.

(8) Except for claims relating to the Charges or improper use of the Service, no claim regardless of form which in any way arises out of these terms and conditions or the use of, or inability to use, the Service, or Content may be made, nor action based upon such claim brought, by either party more than one year after the basis for the claim becomes known to the party desiring to assert it.

14. Data Protection

(1) Supplier warrants that any personal data collected by Supplier will be kept confidential and used only for the purposes of providing the Service and in accordance with any marketing consents given in relation to the Service and that Supplier will process any such personal data in accordance with the provisions of the Data Protection Act 1998.

(2) Supplier warrants that it has in place appropriate technological and organisational measures to protect against unauthorised or unlawful processing, and accidental loss, destruction or damage to Customer's personal data collected by Supplier in the provision of the Service.

(3) In providing the Service, the Supplier may contact the Users with information about Content, updates to the Website and any other information that Supplier may deem relevant.

15. General

(1) All rights to access and use the Service granted to Customer or restrictions imposed on Customer shall be exercisable or observed (as the case may be) by Users. It shall be the responsibility of Customer to ensure that Users act in accordance with such requirements.

(2) Customer agrees that Supplier may monitor and record details of Customer's and Users' use of the Service, including but not limited to the number of computers and IP addresses accessing the Service and details of Tests completed by Users, and use such details for the purpose of reporting to accrediting bodies and for general management of the Service including but not limited to setting prices.

(3) Neither party may assign or otherwise transfer any rights or obligations under these Terms and Conditions without the prior written consent of the other, except that Supplier may assign rights and obligations to any company which is an Associated Company of Thomson Reuters. For the purposes of these Terms and Conditions ''Associated Company'' shall have the meaning attributed to that term in section 449 of the Corporation Tax Act 2010, as amended.

(4) Except as otherwise provided, all notices must be given in writing to the Supplier at: 100 Avenue Road, London NW3 3PF or emailed to TRLUKI.legalpd@thomsonreuters.com and to the Customer at the address provided when placing their order.

(5) These Terms and Conditions will be governed by English Law and the English courts will have exclusive jurisdiction over any disputes arising under them.

(6) Where Customer is a body other than an individual the person signing or otherwise placing an order represents that he or she is authorised by Customer to sign it for and on behalf of Customer and to bind Customer.

(7) Should any provision of these Terms and Conditions be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby.

(8) Failure of any party to enforce any provision of these Terms and Conditions will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

(9) Supplier shall not be responsible for any delay or failure to fulfil any of its obligations under these Terms and Conditions nor be liable for any loss or damage suffered or incurred by Customer by any Act of God, war, government or parliamentary restriction, import or export regulation, strike, lock out, trade dispute, fire, theft, flooding, breakdown of plant or premises, late or non delivery of any supplies or any other cause whatsoever beyond the control of Supplier.

(10) The headings and captions contained in these Terms and Conditions are inserted for convenience only and do not constitute a part of the Terms and Conditions.