Terms and Conditions 2nd Edition (20/2/2018)

1.         DEFINITIONS:

In these terms and conditions, the following terms have the following meanings:

1.1      “Data” means any content and information whatsoever comprising part of the Service;

1.2      “Data Provider” means the owner of the copyright in the Data;

1.3      “Databases” means the compilation of the Data in electronic format in one or more databases;

1.4      “Free Trial” means a Subscription by a Subscriber for which no Subscription Fee is payable;

1.5      “Free Trial User” means a Subscriber who has or has had a Free Trial and has not entered a Subscription Contract for which a Subscription Fee is payable;

1.6      “ILG Website” means https://www.legalguide.ie/ and every part of it and any further or substituted site or platform which, with the permission of Legal Guide  contains or publishes the Irish Legal Guide;

1.7      “Larger User” means any of a Company that is not a Micro Company, a partnership that is not a Small Firm or a natural person who is an officer, partner or representative of such a company or firm and who at any time, uses the Service on their behalf; a Subscriber who is a Standard User who (whether as an employee or otherwise) makes the Service available to such a company or firm is thereby deemed to be a Larger User   

1.7      “Legal Guide” means Legal Guide Limited registered in the Republic of Ireland Company No. 560872 with its registered offices at Dublin, D13 F658;

1.8      “Licensed User” means, where the Subscriber is a natural person, the Subscriber and two other individuals (in total) with whom the Subscriber has a familial connection or who is a member of his or her organisation and who is not separately in business, whose use and access is for bona fide personal purposes or for the bona fides purposes of the Subscriber’s business or organisation;

1.9      “Licensed User” means, where the Subscriber is not a natural person, any three directors or employees (in total) of the Subscriber who are not separately in business and whose use and access is for the bona fide purposes of the Subscriber’s business or organisation;

1.10     “Micro Company” has the same meaning as in the Companies Acts;

1.11     “Module” means a service provided by the Irish Legal Guide dealing with a category of subject matter which is made available for separate subscription on the home page of the ILG Website; on the date of these conditions, the Service comprises a single Module; 

1.12     “Order Form” means the order form comprising the sequence of web pages on the ILG Website, which are accessed by clicking on the “Subscribe” Tab, comprising the Library Subscriptions page (including these Terms and Conditions), the requested and accepted Module / Service and Subscription Period and the completed Subscriber details for registration as a user;

1.13     “Privacy Policy” means the policy, terms and conditions in relation to the use of personal data by Legal Guide, to which the User has access by clicking on the “Privacy Policy” Tab;

1.14     “Service” the provision of the (relevant Module of the) Irish Legal Guide through the ILG Website for the Subscription Period as provided for in the Order Form;

1.15     “Small Firm” means a sole trader or a partnership of three or fewer persons;

1.16     “Software” means any software and any electronic user interface provided by Legal Guide to the Subscriber in connection with the Service;

1.17     “Standard User” means a natural person, a firm of three or fewer partners or a Micro Company;

1.17     “Start Date” means the date of completion of the Order Form and the activation of the Service;

1.18     “Subscription” means a subscription to (one or more Modules of) the Irish Legal Guide, entered by the Subscriber as a registered user by completion of the Order Form and payment of the Subscription Fee, (or in the case of a Free Trial, by registration of the Subscriber as a user) and accessed through a username and password on the ILG Website;

1.19     “Subscription Contract” means the contract between the Subscriber and Legal Guide, incorporating the Order Form and these Terms and Conditions, which provides for the use and access by the Subscriber to (the relevant Module of the) Irish Legal Guide for the Subscription Period in consideration of the acceptance of these Terms and Conditions and payment upon Subscription of the Subscription Fee (and in the case of a Free Trial, by acceptance of these Terms and Conditions);

1.20     “Subscription Fee” means the fee for the Module or Modules of the Irish Legal Guide referable to the Subscription Period selected in the Order Form;

1.21     “Subscription Period” means the period selected in the Order Form commencing on the Start Date;

1.22     “Subscriber” means the subscriber, party to a Subscription Contract, identified and registered as a user with a unique username and password selected by him or by her. The expression shall be deemed for the purposes of these Terms and Condition and the Terms of Use, also to include any Licensed User or another person who uses the Service by the relevant username and password, and “Subscriber” shall be interpreted accordingly;

1.23     “Terms and Conditions” means these terms and conditions which are part of the contract between the Subscriber and Legal Guide;

1.24     “Terms of Use” means a summary of some of the  provisions of these Terms and Conditions to which the User has access by clicking on the “Terms of Use” Tab;

1.25     “the Irish Legal Guide” means the library of legal information operated and made available by Legal Guide Limited, and as the context requires, the Modules in it to which the Subscriber has subscribed;

1.26     reference to the masculine, feminine or neuter genders includes reference to each of the other genders. 

2.        THE SUBSCRIPTION 

2.1      In the case of a Subscriber who is a Standard User,  the Subscription Contract is entered between Legal Guide and the Subscriber by completion of the Order Form (which includes the acceptance of these Terms and Conditions) and by completion of payment of the Subscription Fee through the “Stripe” facility.

2.2      In the case of a Subscriber who is a Free Trial User, the Subscription Contract is entered between Legal Guide and the Free Trial User by the completion of the Order Form and the acceptance of these Terms and Conditions;

2.3      In the case of a Subscriber who is a Larger User, the Subscription Contract is entered by the acceptance of Legal Guide’s offer of a Subscription Fee, Subscription Period and number of Licensed Users, effected by an exchange of emails;  

2.4      A Subscriber who is a Larger User may not enter a Subscription Contract by completion of the Order Form online; provided that if a Subscriber who is, in fact, a Large User incorrectly registers and confirms himself to be a Standard User, then there shall be a Subscription Contract and the applicable Subscription Fee for the Subscription Period, the balance of which shall be immediately payable shall be at the rate applicable to that class of Larger User; 

2.5      If Legal Guide, acting reasonably on the basis of information that is available to it, believes that a Subscriber who is registered as a Standard User is, in fact, a Larger User, then without prejudice to any other rights or remedies which may arise,  it may after giving three days notice thereof, suspend or terminate the Service until the correct Subscription Fee is paid, provided that the Service shall be made available for that Subscription Period for at least the period for which the Subscription Fee which has been paid covers the Subscription Fee, in fact, due by a  Larger User of the class which Legal Guide believes it to be;         

2.6     The Subscriber must be a natural person, partnership, company or another corporate body who or which is identified on the Order Form;

2.7     Where a personal Subscriber enters his or her name on the Order Form and seeks the Service for use at any time by or on behalf of a partnership or company, where a partnership or company pays the Subscription Fee or where a business or corporate email address is used as the username, then the Subscriber parties to the Subscription Contract shall be the personal Subscriber so named and such firm, partnership or company jointly and severally;

2.8      If the personal Subscriber who enters his or her name on the Order Form has no actual, usual or apparent  authority to enter the Subscription Contract on behalf of such of such firm, partnership or company, then the personal Subscriber shall be the sole party to the Subscription Contract; provided that he may be deemed a Larger User as herein provided where he makes the Service available to or uses it on behalf of a company that is not a Micro Company or a firm that is not a Small Firm;  

2.9      In the case of a Standard User, the Subscription Contract comprises and incorporates the Order Form, these Terms and Conditions and the Privacy Policy;

2.10    In the case of a Subscriber who is a Larger User, the Subscription Contract comprises and incorporates the particular terms as to the Subscription Fee, Subscription Period and the number of Licensed Users agreed in email correspondence together with these Terms and Conditions and the Privacy Policy.

2.11   The Subscription Contract allows for immediate access to online digital content, and the statutory right to cancel an online contract is waived in the Order Form;

2.12   Where the Subscriber is an individual / natural person who is a Standard User, Legal Guide grants to the Subscriber a non-exclusive, non-transferable licence to use  the Service in accordance with this Subscription Contract for  the Subscriber’s personal, educational or business purposes and to permit a total of two other Licensed Users who are his employees or partners to use the Service in accordance with this Subscription Contract for the purpose only of the Subscriber’s business.

2.13   Where the Subscriber is a partnership, company or other corporate body which is a Standard User Subscriber, Legal Guide grants to the Subscriber a non-exclusive, non-transferable licence for a total of three Licences Users who are directors or employees of the Subscriber, to use the Service in accordance with this Subscription Contract for the purpose only of the Subscriber’s business.

2.14   The Subscriber shall ensure that all Licensed Users comply with the Terms of Use.

2.15   The Subscriber who is a Standard User shall pay the Subscription Fee to Legal Guide by irrevocable payment by credit card through Stripe as part of the process of completing the Order Form.

2.16   There is no VAT applicable to the Subscription fee at present, and no VAT invoice will be furnished.

2.17   A Subscriber who requires an invoice may request the same within 7 days by email to info@legalguide.ie, giving sufficient details of the Subscription Contract in order to identify it..

2.18   If any amounts due to Legal Guide are not paid by the due date Legal Guide shall be entitled both to charge interest at 4% over EURIBOR both before and after any judgment and to suspend the provision of the Service, in each case until full payment is made.

3.          SERVICE ACCESS

3.1       Access is provided online to the Service through the ILG Website and will normally be available 24 hours a day.

3.2       The normal availability of the Service may be varied for maintenance, upgrades and other permitted variations in the Service.

3.3       Legal Guide reserves the right to suspend the Service temporarily and without notice for reasons beyond its control.

3.4       If the period of suspension lasts for more than 14 days, the Subscriber may terminate the Subscription Contract immediately on written notice, in which event it may claim a proportionate repayment of the Subscription Fee.

3.5       Legal Guide reserves the right to make changes, modifications and improvements to the Service.

3.6       Legal Service reserves the right to remove or add articles to the Service provided that, in its opinion, that substantially the same level of service continues to be provided.

3.7       The Subscriber shall be responsible for all third-party telecommunications or Internet service charges incurred in order to access the Service.

4.          USE OF THE SERVICE

4.1       The Subscriber and Licensed Users may view the Service on screen and carry out searches using the Search facility for the purpose of reference to the Data for his or her personal use or for the purpose of its business.

4.2       Reasonable quantities of extracts, in the context of the business or operations of the Subscriber, but subject to a maximum of 5% of the total content of the Module, may be printed from the Databases provided that the source and ownership of the copyright in the results are clearly acknowledged. They may be used for the purposes of reference and information only. They may not be exploited commercially.

4.3       The Subscriber acknowledges that third parties may have a proprietary interest in parts of the Service and the Subscriber agrees not to remove, conceal or obliterate any copyright or other proprietary notices included in the Service.

4.4      The Subscriber shall not itself, nor allow any Licensed User or third party to, republish, duplicate or otherwise reproduce the Data or the Services or any part of them in any medium or permit any person other than Licensed Users to have any access to the Data or the Services.

4.5       Except to the extent permitted by law within the European Union, the Subscriber, shall not modify, reverse assemble, decompile or reverse engineer the Service or any part thereof or merge it with any other software or database or create any derivative work from it.

5.         RESPONSIBILITIES OF THE SUBSCRIBER

5.1       The Subscriber shall ensure that the Service is used in accordance with this Subscription Contract and shall prevent unauthorised access to the Service.

5.2       The Subscriber shall use its reasonable endeavours to monitor the use of the Service by the Licensed Users or otherwise through access provided under this Subscription Contract.

5.3       Upon becoming aware (or being notified by Legal Guide) of any misuse of or unauthorised access to the Service, the Subscriber shall immediately give full details to Legal Guide, prevent any further misuse by Licensed Users and use all reasonable endeavours to prevent any other unauthorised access to or misuse of the Service by third parties.

5.4       The Subscriber is responsible for ensuring that the computer hardware and software used for accessing the Service pursuant to this Subscription Contract are capable of accessing the Service.

5.5       The Subscriber is responsible for arranging for the making of regular backup copies of the contents of the hard disks of any computer on which the Service is being installed or used and for using appropriate anti-virus software when accessing the Service. Legal Guide is not responsible for the availability of links to third-party materials or the contents of those materials.

6.         EXCLUSION AND LIMITATION OF LIABILITIES

6.1       The Service is supplied to the Subscriber on an “as is” basis and neither the Service nor any part thereof has been created to meet the individual requirements of the Subscriber.

6.2       It is the sole responsibility of the Subscriber to satisfy itself prior to entering this Subscription Contract that the Service will meet its requirements and be compatible with any proposed hardware/software configuration.

6.3       Legal Guide makes no warranty or representation in that respect, and no failure of any part of the Service to be suitable for the Subscriber’s requirements entitles the Subscriber to repayment of the Subscription Fee nor does it give rise to any right or claim against Legal Guide.

6.4       Legal Guide makes no express or implied representations or warranty that the Data or any part of it, is free of errors or omissions. 

6.7       Any other liability on the part of Legal Guide whether under contract or in tort or otherwise arising rising from the Subscription Contract or its breach, is limited to an aggregate maximum of the Subscription Fee.

6.8       The Subscriber agrees that the fees payable to Legal Guide have been calculated on the basis of the limitations and exclusions in this Subscription Contract and that it is the Subscriber’s responsibility to effect such insurance as the Subscriber considers necessary in respect of such loss.

7.         FREE TRIAL

7.1       Legal Guide may at its discretion offer a Free Trial generally or to particular persons from time to time. 

7.2       When Free Trials are made available, it is intended that a Subscriber and persons, firms or companies connected to him or her are collectively permitted one Free Trial only. 

7.3        Legal Guide on application to info@legalguide.ie may permit another Free Trial to a Subscriber who has had a Free Trial;

7.4        In this context, persons connected to a Subscriber include a family member or relative, a person who permits him to use his email address for registration as a user and any partner, a corporate or other organisation with whom he has a commercial involvement or is involved as an employee.

7.5        Legal Guide may at its discretion terminate a Free Trial without notice for any reason whatsoever and without having to assign a reason; the termination or refusal of a Free Trial does not assert or imply that Legal Guide believes that the Free Trial User or a connected person has previously had a Free Trial or has breached the terms on which a Free Trial is offered, as the Free Trial User hereby accepts and acknowledges.

8.          INTELLECTUAL PROPERTY RIGHTS

8.1       The Subscriber acknowledges that it obtains no copyright, other rights in the nature of copyright or any other intellectual property right whatsoever in the Data, the Service or any part thereof or in the Software, the Date, the Databases, or any documentation or print-out, by virtue of this Subscription Contract.

8.2       This Subscription Contract is not a sale of the original or any copy of the Data or Software, and nothing contained in this Subscription Contract shall be construed as granting or otherwise transferring to the Subscriber any copyright or ownership interest whatsoever in the Data or Software.

9.         ASSIGNMENT AND TERMINATION

9.1       Neither this Subscription Contract nor any of the rights and obligations of the Subscriber hereunder may be assigned, transferred, charged, sublicensed, delegated or disposed of in whole or in part on a temporary or a permanent basis without the prior written consent of Legal Guide.

9.2       This Subscription Contract shall commence on the Start Date and shall automatically terminate upon expiry of the Term as specified in the Order Form.

9.3       Legal Guide may terminate this Subscription Contract at any time immediately by written notice to the Subscriber in the event of an irremediable breach by the Subscriber of this Subscription Contract or after the Subscriber has failed to remedy a remediable breach of these terms and conditions within 14 days of being given notice to do so.

9.4       Legal Guide may remove one or more Databases from this Subscription Contract immediately on written notice if an agreement between its Data Provider(s) and Legal Guide is terminated. In this event, Legal Guide shall make a pro rata refund to the Subscriber of any monies paid by the Subscriber for the Service covering any period of the Subscription Contract which has not expired.

9.5       In the event of automatic termination of this Subscription Contract due to failure by the Subscriber to make payment of any Subscription Fee which was to be paid prior to any use being made of the Service, this Subscription Contract may nevertheless be renewed and such termination revoked if payment is made no later than 12 months from the date such payment was due.

9.6       No reimbursement of the Subscription Fee shall be made in respect of any period whilst this Subscription Contract was not in force. Notwithstanding such termination, the terms of this Subscription Contract will continue to apply in their entirety.

9.7       Termination of this Subscription Contract shall be without prejudice to the parties’ other rights or remedies.

9.8       The Subscriber may terminate this Subscription Contract at any time immediately by written notice to Legal Guide in the event of an irremediable breach by Legal Guide of this Subscription Contract or after Legal Guide has failed to remedy a remediable breach of this Subscription Contract within 14 days of being given notice to do so.

9.9       If the Subscriber terminates this Subscription Contract under Clause 9.8 or this Clause Legal Guide shall make a pro-rata refund to the Subscriber of any monies already paid by the Subscriber for any period following the effective date of termination when the Service is no longer provided.

10.       PRIVACY

• process and fulfil a transaction or order;
• provide technical, product and other support and to help keep the Service working, safe and secure;
• respond to your requests, inquiries, comments and concerns;
• provide, evaluate and improve the Service, its advertisements and promotional campaigns and its other products and services;
• develop new products, services and benefits;
• offer customised content and individualised personalisation of the Service to make it more relevant to the user’s  interests and needs;
• notify the user  about changes or updates to the Service and our other products and services;
• provide the user with special offers and other information about the Service as well as other products, events and services of ours, our related companies, and of other third parties;
• invite the user to participate in surveys, competitions and similar promotions;
• identify usage trends and for data analysis, including for purposes of research, audit, reporting and paying royalties and license fees to third-party providers, such as authors and other copyright holders and content distributors, and determining the effectiveness of its promotional campaigns, or in other ways to which you have agreed;
• comply with its legal obligations, resolve disputes, and enforce our agreements.

• its related companies and divisions that provide technology, customer service and other shared services functions;
• its service providers, suppliers, agents and representatives, including editors, payment processors, customer support, email service providers, IT service providers, mailing houses and shipping agents;

• to  meet any applicable law, regulation, legal process or other legal obligation;
• detect, investigate and help prevent security, fraud or technical issues;
• enforce and protect our rights and assets;
• protect the rights, property or safety of our users, employees and others; and
• if Legal Guide Limited or the Legal Guide service is acquired by, transferred to or merged with another company, as required for that purpose subject to this privacy policy and to Data Protection Legislation.

11.1     Neither party shall be liable for any loss suffered by the other or be deemed to be in default for any delays or failures in performance (other than failure to make payments) under this Subscription Contract resulting from acts or causes beyond its reasonable control. In the event that the Force Majeure event continues for a period of 60 days or more, Subscriber shall have the right to terminate this agreement immediately on written notice.

11.2     Any delay or forbearance by Legal Guide or the Subscriber in enforcing any provisions of this Subscription Contract or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

11.3     These Terms and Conditions together with the Order Form constitute the entire agreement between the parties relating to the subject matter of this Subscription Contract and each party acknowledges that it has not relied on any representation made by the other unless such representation is expressly included herein.

11.4     If any provision of this Subscription Contract shall be void for whatever reason, it shall be deemed deleted, and the remaining provisions shall continue in full force and effect.

11.5     This Subscription Contract may be varied by means of an updated Order Form.

11.6     Any notice given pursuant hereto may be served by e-mail or by pre-paid post to the e-mail address or postal address provided by the Subscriber in the Order Form.

11.7     In the event of any conflict the provisions of the Order Form shall take precedence over the terms and conditions of this Subscription Contract.

12.        CONSUMER SUBSCRIBERS

12.1     The Irish Legal Guide Service allows the immediate right to digital information and it is a fundamental term that the Subscriber waives the statutory right to cancel the contract under the European Union (Consumer Information, Cancellation and Other Rights) Regulations or otherwise (the “Regulations”)

12.2     The Subscriber accepts that the limitations and exclusion of liability provided are fair and reasonable.

12.3     The Subscriber acknowledges that he shall place no reliance on the content of the Service in doing or omitting to do anything that affects his personal, financial or legal interests. The Service is intended to raise awareness and professional legal advice should be sought in relation.

13.  INFORMATION TO BE PROVIDED PRIOR TO CONCLUSION OF DISTANCE CONTRACTS

A.    The Services provided comprises online access to legal information. There is a non-refundable subscription payment for access for the Subscription Period specified.

B.    The sole provider of the services is Legal Guide Limited, trading as Irish Legal Guide.

C.    The geographical address and place of business of Legal Guide Limited is Dublin D13 F658

D.    Complaints should be addressed by e-mail to info@legalguide.ie or by post to Legal Guide Limited Dublin D13 F658

E.    There is no right to cancel the contract. The right under the Regulations is required to be waived because the Service provides immediate access to valuable digital content.

F.     The duration of the contract is the selected contract duration in the Order Form. 

14.  E-MAIL NEWSLETTERS AND MARKETING 

A.    By registering for a Free Trial, a Free Trial user consents to the receipt of occasional newsletters and marketing material from us about our services and other legal, tax, regulatory and related services.

B.    We may send other Subscribers who are or have been customers, occasional newsletters and marketing material about our services in accordance with law.

C.     Business and Corporate Subscribers may be sent occasional newsletters and marketing materials about our services and other legal, regulatory and related services in accordance with law. 

D.    Any user may opt-out of the receipt of newsletters and marketing material from us at any time by e-mailing “opt-out” to subscriptions@legalguide.ie.

WARNING;  No liability is accepted by Legal Guide or by the author of any of the content of any Service for any loss or damage caused by any errors or omissions in any of the content of the Irish Legal Guide.