These terms and conditions apply to all Subscribers to the Service provided
by Rebmark Legal Solutions Limited. By signing a Subscription Form or by accessing
the piCalculator Service, the Subscriber, as referred to in these terms and conditions,
is accepting and will be bound by them. These terms and conditions may be updated
from time to time.
1. INTERPRETATION
In these Terms and Conditions, the following words and phrases shall bear the
following meanings:
"Agreement" means these Terms and Conditions, the
relevant Subscriptions Form and any variations thereto or special conditions agreed
in writing which together govern the provision of the Service to the Subscriber.
"Data" means data (including Third Party Data) or
information in any format, which is communicated or transmitted to the Subscriber
and/or its User(s) in accordance with the Service.
"Extracts" means parts of the Data including details
of calculations whether held as separate documents or as incorporated in Work Product
in accordance with clause 4.2.1(b);
"Invoice Date" means the date on which an invoice is issued
by piCalculator to the Subscriber and is determined by the date shown at the top
of the invoice and not by the date of posting or receipt by the Subscriber.
"piCalculator" is a trading name of Rebmark
Legal Solutions Limited (Company Number 06676960), whose registered address is Globe
Works, Penistone Road, Sheffield, S6 3AE and each means all piCalculator Services
currently provided or which may be provided under these names from time to time.
"Service" means Data and functionality supplied
to the Subscriber and/or its User(s) in accordance with these Terms and Conditions
and which comprises primarily the use of online calculators designed to reflect
accepted methods for the calculation of multipliers, multiplicands, interest, RPI
uplift of general damages and other calculations used generally in the valuation
of personal injury claims and software to assist in the preparation of schedules
of loss of damages for personal injury claims in accordance with English law. Other data or information, including
data or information originating from or owned by third parties ('Third Party
Data', see below), may be made available or removed by piCalculator from time
to time at piCalculator's sole discretion.
"Subscriber" is any person(s) or body as detailed
in the Subscription Form at whose application piCalculator provides the Service,
either in their or its own right, or on behalf of whom they make application.
“Subscription Form” means the form signed by or on behalf
of the Subscriber for the supply of the Service by piCalculator in accordance with
these Terms and Conditions and at the charges referred to therein.
"Subscription Period" means the period of twelve
(12) months from the Subscription Start Date or the anniversary or subsequent anniversaries
thereof.
"Subscription Start Date" means the date on which
piCalculator receives the signed Subscription Form from the Subscriber at piCalculator's
registered address or such address as piCalculator shall specify from time to time.
"Third Party Data" means data or information originating
from or owned by third parties which may be made available by piCalculator, acting
as agents for third party database owners or their licensors, to the Subscriber
and its User(s). All intellectual property rights in the Third Party Data vest with
the third party or its licensor(s).
“Third Party Sites” means
external internet sites operated by others that may be accessible from time to time
via the Service.
"User" means those person(s) or body/bodies authorised
by piCalculator to access and use the Service, the number of which is as specified
in the relevant Subscription Form.
“Website” means
www.picalculator.co.uk
"Work Product" means the Subscriber's own documents,
memoranda, advices, briefs and other similar materials whether in print or in electronic
form created by the Subscriber in the regular course of the Subscriber's business
which for the purposes of these Terms and Conditions includes the following activities
(a) advising clients;
(b) internal training;
(c) producing print or electronic updating/current awareness newsletters for internal
consumption;
(d) for academic institutional Subscribers, print or electronic course packs,
including learning guides but, in the absence of prior written agreement with piCalculator,
which may require additional charges, not the following:
(i) producing intranet, extranet or internet sites;
(ii) producing print or electronic updating/current awareness newsletters for
external consumption or any other client retention/attraction activity;
(iii) publication or resale;
(e) for academic institutional Subscribers, downloading data for use in virtual
learning environments save in the absence of prior written agreement with piCalculator.
2. DURATION AND TERMINATION
2.1 The Subscription Period shall be deemed to commence on the Subscription Start
Date and thereafter shall continue for successive periods of twelve (12) months
from the anniversary or subsequent anniversaries of the Subscription Start Date
and, subject to any earlier termination as provided for in this clause, shall continue
until terminated by piCalculator or the Subscriber by giving no less than thirty
days' written notice to the other party prior to the anniversary or subsequent
anniversaries of the Subscription Start Date.
2.2 piCalculator may suspend or terminate access to the Service without notice
if:
(a) any fees, charges or other payment due hereunder are unpaid for more than
fourteen days after becoming due;
(b) the Subscriber 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;
(c) the Subscriber (and if the Subscriber is more than one person, any of those
persons) is adjudicated bankrupt, enters into liquidation or any arrangement or
composition with or assignment for the benefit of its creditors or if a trustee
or a receiver or administrator or administrative receiver or receiver and manager
is appointed against the whole or any part of its assets or business.
2.3 Expiry or termination of this Agreement shall be without prejudice to the
accrued rights and obligations of the parties.
3. PROVISION OF AND ACCESS TO THE SERVICE
3.1 Subject to the terms herein and for the duration of the Service, piCalculator
shall provide the Subscriber and its User(s) with the Service for the Subscription
Period.
3.2 The Subscriber shall be responsible for loading details of its User(s) onto
the Website, such details to consist of a valid email address and a password for
each User, in accordance with the number of Users detailed in the Subscription Form.
3.3 Any password is issued for the authorised use of the Subscriber or its User(s)
only and is not transferable, and shall be kept strictly confidential. The Subscriber
is solely responsible for maintaining security of the Service passwords. The Subscriber
is also responsible for all access to and use of the Service by the Subscriber's
personnel or by means of the Subscriber's equipment or the Service passwords,
whether or not the Subscriber has knowledge of or authorises such access and use.
The Subscriber agrees to:
(a) notify piCalculator of any changes relating to its User(s) as soon as possible.
Liability arising from breach of this clause shall be maintained until such notification
has been received by piCalculator;
(b) indemnify piCalculator against any unauthorised use, in breach of these Terms
and Conditions, of such password(s) including its use by a third party where the
Subscriber or its User(s) has allowed or facilitated access to any Data, Third Party
Data or other data, however so received, in conjunction with the subscription to
the Service, by that third party, subject to prior written consent of piCalculator.
3.4 piCalculator reserves the right without notice to:
(a) alter the arrangements for access to the Service; and/or
(b) change the presentation and/or withdraw the content, Data, facilities of the
Service. piCalculator will endeavour to give the Subscriber or its User(s) reasonable
notice of any alterations or changes which are likely to affect the Subscriber or
its User(s).
4. COPYRIGHT AND PERMITTED USE
4.1 The copyright in the software used to produce the Data is and remains the
property of piCalculator and its licensors.
4.2 Permitted Acts – use and storage
4.2.1 Subscriber may:
(a) view the Data on screen;
(b) reproduce, quote and excerpt Extracts in the Subscriber's own Work Product;
(c) print Extracts for internal use and for distribution to third parties;
(d) distribute Work Product related to a specific cause of action containing Extracts
to:
(i) the court before which the cause of action is to be heard, and/or
(ii) the parties to the cause of action, and/or
(iii) their representatives.
(e) download Extracts to a storage device under the exclusive control of the Subscriber
and temporarily store the same in order to carry out the above functions;
(f) use the functionality made available through the Service; and
(g) store Extracts within the Subscriber’s own Work Product, whether in hardcopy
or electronically (or both) for the purposes of future use as described above.
4.3 Restrictions
4.3.1 Except as expressly permitted by these Terms and Conditions (e.g. in relation
to Work Product), or by applicable law, or with piCalculator's prior written
permission, the Subscriber may not (or permit a third party to) do the following:
(a) copy, download, store, publish, transmit, transfer, sub-licence, distribute,
sell or otherwise use the Data or any part of the Data in any form or by any means;
(b) re-use, reproduce, decompile, reverse engineer, disassemble, attempt to discern
the source code of the Service or interfere in any way with the Data or any part
of the Data;
(c) modify or make any alterations, additions or amendments to the Data;
(d) combine the whole or any part of the Data with any other software, data or
material;
(e) create derivative works from the whole or any part of the Data; or
(f) sell, licence or distribute Data (or any parts thereof) to third parties or
use Data as a component of or as a basis for any material offered for sale, licence
or distribution.
4.3.2 The Subscriber undertakes to use reasonable endeavours to ensure that the
Service shall not be accessed or used by third parties other than those entitled
to do so by virtue of these Terms and Conditions.
4.3.3 The Subscriber shall use its reasonable endeavours to keep any Data stored
(as permitted under these Terms and Conditions) 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 these Terms and Conditions, and shall
use its reasonable endeavours to prevent whether by act or omission such duplication
or reproduction except as permitted by the terms of these Terms and Conditions.
4.4 The Subscriber agrees to use any Crown Copyright material accessed or received
via the Service in accordance with the Guidance Notes issued by the Director of
the Office of Public Sector Information from time to time at www.opsi.gov.uk or
notes of similar effect, and shall comply with the terms in such notes. piCalculator
expressly excludes liability for any breach whatsoever of the terms within such
notes.
4.5 All current or future Trade Marks included within the Service, expressly including
"piCalculator" and “piCalc”, are the property of piCalculator save those
owned by third parties. piCalculator reserves all rights in its Trade Marks.
5. CHARGES
5.1 The Subscriber shall pay charges for the provision of the Service as stated
on the relevant Subscription Form.>
5.2 All charges are payable from the Subscription Start Date. Subscription charges
are invoiced and payable annually in advance.
5.3 The Subscriber will be responsible for all internet connection charges and
utility charges or related costs.
5.4 All invoices for the Service are payable by the Subscriber within fourteen
(14) days of the Invoice Date. If the Subscriber fails to pay any charges when due
then piCalculator shall be entitled at its discretion to levy interest on all outstanding
amounts due at a rate of four per cent above HSBC Bank Plc base rate calculated
on a daily basis.
6. LIMITATION AND EXCLUSION OF LIABILITY
6.1 Whilst piCalculator endeavours to ensure the accuracy of all Data contained
in the Service, neither piCalculator nor its agents nor its licensors make any representation
or give any warranty, either express or implied, as to the accuracy or fitness for
any purpose of any Data received by means of the Service.
6.2 Neither piCalculator nor its agents nor its licensors shall have any liability
whatsoever to the Subscriber or its User(s) or any third party for any direct, indirect
or consequential loss or damage cost or expense suffered or incurred (whether arising
in tort, contract or otherwise, and whether arising from the negligence of piCalculator
or its employees or agents or licensors and whether asserted against piCalculator
or against the Subscriber or its User(s) arising out of the use or supply of the
Service or the Data) and all warranties express or implied which are inconsistent
with this paragraph 6 are hereby expressly excluded.
6.3 The information provided to the Subscriber by or in relation to the Service
(including but not limited to the Data) constitutes general information about English
law. The Subscriber should neither act nor refrain from action, on the basis of
such information. Nothing in the Service or the Data constitutes legal advice for
any specific situation. Specifically, whilst content such as calculations or method
of calculation or guidelines for calculation may be used as a guide for the drafting
of legal documents for particular clients, no liability is accepted by piCalculator
or its licensors in relation to their use. piCalculator disclaims all responsibility
for all consequences of Subscribers acting on, or refraining from acting in reliance
on, any of the information in the Service.
6.4 The Subscriber shall indemnify piCalculator against all costs claims demands
or expenses incurred by or made against a piCalculator as a result of any breach
by the Subscriber and/or its User(s) of these Terms and Conditions.
6.5 Whilst all necessary steps will be taken as soon as is reasonably practicable
to maintain the continuity of the Service, piCalculator accepts no liability for
suspension, interruption, temporary unavailability or fault occurring in the Service,
howsoever caused.
6.6 piCalculator does not endorse or control Third Party Sites and does not accept
responsibility for their content or for any damage or loss a Subscriber may suffer
arising out of the Subscriber accessing the Third Party Sites. The Subscriber should
ensure that it reads all copyright and legal notices on each Third Party Site before
using the material on them.
7. ASSIGNMENT
Neither this Agreement nor any part or portion may be assigned, sublicensed or
otherwise transferred by the Subscriber without piCalculator's prior written
consent, save where all or part of the Subscriber's UK business is to be transferred
to a limited liability partnership ("LLP"), in which event the LLP shall
notify piCalculator that the LLP intends to assume all of the obligations owed by
the Subscriber under this Agreement (the "Assumed Obligations"), and on
the agreement of piCalculator (not unreasonably withheld or delayed) the LLP shall
become the Subscriber and shall be responsible for the Assumed Obligations instead
of the original Subscriber and is deemed always to have been responsible for the
Assumed Obligations.
8. FORCE MAJEURE
piCalculator shall be under no liability for any failure, delay or omission on
its part if the same arises from any cause beyond piCalculator'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.
9. SERVICE OF NOTICE
Except as otherwise provided for in these Terms and Conditions, any notice to
be given to either party by the other shall be in writing and delivered by hand
or pre-paid post to the parties at the following addresses:
To piCalculator: the registered office of Rebmark Legal Solutions Limited as mentioned
above.
To the Subscriber: at the address at which the Service is provided or the address
of the Subscriber shown on the Subscriber's last invoice or any address subsequently
notified in writing by the Subscriber to piCalculator.
10. APPLICABLE LAW
Any dispute arising between the parties under or in connection with this Agreement
shall be construed in accordance with the laws of England and shall be subject to
the non-exclusive jurisdiction of the English courts.
11. ENTIRE AGREEMENT
This Agreement supersedes any arrangements or agreements made between the parties
prior to the acceptance of this Agreement and constitutes the entire understanding
between the parties hereto.
12. VARIATIONS
piCalculator may vary or amend these Terms and Conditions by giving the Subscriber
written or online notice of any such variation or amendment at any time.
13. MISCELLANEOUS
Where the Subscriber is a body other than an individual the person signing the
Subscription Form or otherwise concluding this Agreement represents that s/he is
authorised by the Subscriber to sign it for and on behalf of the Subscriber and
to bind the Subscriber thereby.
piCalculator terms and conditions: Version 3 (09.07.09)
