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JCT On Demand Service

Terms & Conditions of Supply and Use

By purchasing a JCT On Demand Contract you (“Customer”) accept the following Terms & Conditions of Supply & Use (“Agreement”) and if you are doing so as an employee or agent of an entity, then “Customer” refers to the entity:

1. Interpretation

In this Agreement:
“JCT” means The Joint Contracts Tribunal Limited, a private company limited by guarantee incorporated in England & Wales under the Companies Acts (Registered No. 3540344), whose registered office is 28 Ely Place, London EC1N 6TD
“Licensed Material” means a JCT on Demand Contract available on the Website.
“Output Contract” means a PDF or print version of the Licensed Material output by Customer after completing the required sections and includes a comparison document to the JCT Template.
“Prohibited Entity” means any entity or other person that develops, sells or promotes any document assembly product.
“Service” means the Software and Licensed Material available to Customer through the Website.
“Software” means computer software that enables the Licensed Material to be made available through the Website.
“Supplier” means Thomson Reuters (Professional) UK Limited  Legal Business. Registered in England & Wales. Company number 1679046. Registered office
5 Canada Square, Canary Wharf, London, E14 5AQ.
“Website” means means the website access point of the Service at www.jctltd.co.uk .

2. Grant of Licence and Access

(1) In consideration of payment of the relevant fee and compliance with this Agreement, Supplier hereby grants to Customer a non-exclusive, non-transferable single user licence to access and use the Service in accordance with this Agreement.
(2) Customer is solely responsible for maintaining security of Customer’s details and passwords used to access the Service. Access details are not transferable, and shall be kept strictly confidential.

3. Permitted & Restricted Use

1) Customers may:
(a) complete the required sections online and download a draft copy of the Licensed Material in pdf format.
(b)  view the Licensed Material on screen;
(c) print, e-mail or otherwise distribute, draft versions of Output Contracts to the parties, parties’ advisers and/or and court or tribunal in connection with the same, provided that such draft versions may only be distributed in non-editable PDF format and display a draft watermark on each page.
(d) Output a final version of an Output Contract in print or PDF format.
(2) The Licensed Material may not be stored or used in any form of database whether current or archival which is intended for the storage, and/or provision to its users, of access to know-how.   Furthermore, the Licensed Material may not be stored or used on a shared network or an intranet, extranet or internet site.
(3) Except as expressly permitted by this Agreement, Customer may not:
(a) transmit, sub-licence, copy, publish or resell, or permit others to transmit, sub-licence, copy, publish or resell, the Licensed Material either on its own or as part of other content (including, for the avoidance of doubt, third party online content aggregators or databases that are accessible either free of charge or for a transactional or subscription charge), whether in print or digital form.
(b) modify or make any alterations, additions or amendments to the Licensed Material;
(c) combine the whole or any part of Licensed Material with any other software, data or material;
(d) Construct derivative works from the whole or any part of the Licensed Material; or
(e) sell, licence or distribute the Licensed Material (or any parts thereof) to third parties or use the Licensed Material as a component of or as a basis for any material offered for sale, licence or distribution; or
(f) enter any source document into the Service (for example, to create templates for contracts; or
(g) create any templates within or outside the Service from any JCT On Demand Contract; or
(h) access or use the Service to monitor its availability, performance or functionality, or for any other benchmarking or competitive purposes.
(4) Customer shall keep any Output Contracts (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 prevent whether by act or omission such duplication or reproduction except as permitted by the terms of this Agreement.
(5) All Trade Marks included within the Service, expressly including "Sweet & Maxwell", “Thomson Reuters”, “Exari”, and “JCT” are the property of Supplier or its Affiliates, Supplier’s licensors or JCT, as the case may be. Supplier, Supplier’s Licensors and JCT, as the case may be, reserve all rights in their respective Trade Marks.
(6) All copies of Output Contracts must display the contract identifier. Customer shall not delete, erase, remove, deface or cover any trademark, trade names, existing clause numbers, copyright or other proprietary notices, guarantee, designation of origin, means of identification, disclaimer, or other statement used on the Licensed Material.  A breach of this clause by Customer shall be deemed a material breach of this Agreement.
(7) Customer may use the Software only as part of the Service, as limited by this Agreement.
(8)Customer may not copy, download, install, disclose, publish, distribute, communicate, commercialise, import, export or publicly display all or part of the original or any copy of the Software or its associated documentation, neither may Customer make any enhancements or other modifications to the Software or construct any derivative works of it. Customer may not reverse engineer, decompile, disassemble or otherwise translate the Software or attempt to derive the source code or underlying ideas, structure, organisation, processes or algorithms of the Software.
(9) Customer may not allow any Prohibited Entity to observe, access or use the Service through Customer. 
(10) A comparison document, showing all the changes from the original JCT text, is available and must be provided by the contract creator to all parties to the contract

4. Copyright

(1) Any documentation or material printed or otherwise transmitted under this Agreement shall remain the property of Supplier or Supplier’s licensors, as the case may be. 
(2) All rights in the Licensed Material and Software which exist or may come into existence which are not specifically granted to Customer by this Agreement are expressly reserved to Supplier or Supplier’s licensors, as the case may be.
(3) Crown Copyright material is reproduced with the permission of the Controller of Her Majesty’s Stationery Office.
(4) The Licensed Material and Software are not sold to Customer and Customer shall not acquire any right, sale or interest in the Licensed Material and/or Software.
(6) Customer shall inform Supplier on becoming aware of any unauthorised use of the Licensed Material.

5. Warranties

(1) THE SERVICE IS SUPPLIED TO CUSTOMER ON AN ‘‘AS IS’’ BASIS AND HAS NOT BEEN SUPPLIED TO MEET CUSTOMER’S INDIVIDUAL REQUIREMENTS. 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, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. 
(2) The Service requires an Adobe Acrobat reader. It is Customer’s sole responsibility to satisfy itself that the Service will meet Customer’s requirements and be compatible with Customer’s hardware/software configuration. No failure of any part of the Service to be suitable for Customer’s requirements will give rise to any claim against Supplier and/or its licensors.
(3) Whilst all reasonable care has been taken to exclude computer viruses, no warranty is made that the Service is virus free. Customer shall be responsible to ensure that no virus is introduced to any computer or network and shall not hold Supplier and/or its licensors responsible.
(4) Customer shall accept sole responsibility for and Supplier and/or its licensors shall not be liable for Customer’s use of the Service.
(5) Supplier warrants to Customer that neither the Service nor its features infringe any industrial or intellectual property rights of any third party and that it holds itself the necessary rights to grants the rights specified in these Terms and Conditions.

6. Exclusion of liability

(1) Neither Supplier, its affiliates nor licensors make any warranty that access to the Service will be uninterrupted, secure, complete or error free. 
(2) Other than in respect of the warranty given in Clause 5(5) 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.
(3) Supplier and/or its licensors 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, cost of cover, or for any indirect or consequential loss whatsoever, howsoever arising or suffered in connection with the Service or this Agreement.
(4) Customer acknowledges that provision of the Service entails the likelihood of some human and machine errors, delays, interruptions and losses, including the inadvertent loss of data or damage to media.
(5) Without prejudice to the generality of clauses 6(1) to 6(4), in no event shall Supplier, its affiliates and/or licensors be liable to Customer for any claim(s) relating in any way to:
(a) Customer's inability or failure to perform legal or other research related work or to perform such legal or other research or related work properly or completely, even if assisted by Supplier, its Affiliates and/or licensors or any decision made or action taken by Customer in reliance on the Service;
(b) any lost profits (whether direct or indirect) or any consequential exemplary incidental, indirect or special damages relating in whole or in part to Customers' rights under this Agreement or use of or inability to use the Service even if Suppliers, its Affiliates and/or licensors have been advised of the possibility of such damages; or
(c)  the procuring, compiling, interpreting, editing, writing, reporting or delivering of the Licensed Material.
(6)  Other than in respect of the warranty given in Clause 5(5) Supplier will have no liability whatsoever for any liability of Customer to any third party which might arise.
(7) IT IS CUSTOMER’S RESPONSIBILITY TO REVIEW AND DETERMINE THE SUITABILITY OF THE LICENSED MATERIAL AND OUTPUT CONTRACT AND TO CONSULT THEIR OWN LEGAL ADVISER BEFORE USING THE SERVICE. SUPPLIER AND ITS LICENSORS DO NOT WARRANT OR GUARANTEE THAT ANY SOURCE DOCUMENT, SMART TEMPLATE, LICENSED MATERIAL, OUTPUT CONTRACT OR OTHER DOCUMENT INCLUDED WITH OR GENERATED FROM THE SERVICE OR OTHERWISE PROVIDED BY SUPPLIER OR ITS LICENSORS IS ACCURATE, COMPLETE, UP TO DATE, LEGAL, LEGALLY EFFECTIVE OR VALID UNDER THE LAWS OF ANY JURISDICTION. SUPPLIER AND ITS LICENSORS ARE NOT PROVIDING LEGAL ADVICE AND CUSTOMER SHALL NOT USE THE SERVICE AS A SUBSTITUTE FOR LEGAL ADVICE.
(8) Customer shall accept sole responsibility for and Supplier and/or its licensors shall not be liable for the use of the Service by Customer and Customer shall hold Supplier and its licensors harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.

7. Limitation of Liability

(1) Other than in respect of the warranty given in Clause 5(5), Customer's exclusive remedy and Supplier's (its Affiliates' and/or licensors') entire liability under this Agreement, if any, for any claim(s) for damages relating to the Service made against them individually or jointly whether based in contract or negligence shall be limited to the aggregate amount of the charges paid by Customer in respect of the Licensed Material giving rise to such claim(s).
(2)  None of these Terms and Conditions shall operate to:
(a)exclude or restrict liability for fraud or for death or personal physical injury resulting from the negligence of Supplier or its affiliates or the appointed agents or employees of Supplier or its affiliates whilst acting in the course of their employment; or
(b) affect statutory rights where this Agreement is entered into as a consumer transaction.
(3) Except for claims relating to improper use of the Service, no claim regardless of form which in any way arises out of this Agreement 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.

8. Termination

(1) In the event of any breach of this Agreement, including any violation of any copyright in the Service, whether held by Supplier or others, the Agreement shall automatically terminate immediately, without notice and without prejudice to any claim which Supplier may have either for moneys due and/or damages and/or otherwise.
(2) On the 30 June 2017 Supplier will obsolete the Service. Supplier will have no obligation to provide or support the obsolete Service and the Service will terminate. Customer will not be able to access the Licensed Material or any Output Contracts following termination and Customer should ensure that Customer’s Output Contracts are completed and stored in accordance with this Agreement by the end of the notice period.
(3) In the event of termination of this Agreement Customer will delete the Licensed Material.
(4) The provisions of clause 8(3) shall not apply to:
(a) copies of Output Contracts stored in a database or other storage in either paper or electronic form which is not readily accessible searchable or useable by its users and which is retained only for the purpose of proof at a later date (e.g. for purposes of litigation against Customer) that certain material was reviewed as part of a particular matter; and
(b) copies of Output Contracts related to an ongoing specific client transaction and/or cause of action, in which case such Output Contracts may be used to complete the said transaction only and thereafter may be stored in accordance with Clause 8(4)(a).
(5)  Upon any expiration or termination of this Agreement, Clause 1, Clause 3 (other than Clauses 3(1) and 3(7)), and Clauses 4 through 9 (other than Clause 5(5)), shall survive, to the extent applicable after expiration or termination.

9. Miscellaneous

(1) Supplier may without the prior written consent of Customer assign any benefit or transfer, delegate or sub-contract any of their duties and obligations under this Agreement.
(2) Supplier and its licensors shall be under no liability for any failure, delay or omission on its part if the same arises from any cause beyond Supplier's reasonable control including (but not limited to) Acts of God, acts or regulations of government or other authorities, war, fire, strikes or other industrial disputes, power failure, failure of telecommunication lines connections or equipment, or failure or defects in any hardware or software owned or supplied by third parties.
(3) Any dispute arising between the parties under or in connection with this Agreement shall be construed in accordance with the laws of England and applicable intellectual property law and shall be subject to the non-exclusive jurisdiction of the English courts.
(4) Except as otherwise provided, all notices and correspondence must be given by email to Supplier at trluki.legalonlinenotices@thomsonreuters.com or such other addresses as may from time to time be notified to Customer in writing; and to Customer at the email address provided at the time of order unless otherwise notified to Supplier in writing.
(5) Where the Customer is a body other than an individual the person signing or otherwise concluding this Agreement represents that s/he is authorised by the Customer to sign it for and on behalf of the Customer and to bind the Customer thereby.
(6) Should any provision of this Agreement 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.
(7) Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
(8) Customer acknowledges that access to the Service and Licensed Material will commence on Supplier’s acceptance of Customer’s order and consequently Customer acknowledges that the right to cancel this Agreement under regulation 29(1) of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 will be lost.

Version 5 (21.04.17)