This Licence Agreement relates to the supply of Licensed Products by the CLJ Legal Network Sdn Bhd (“CLJ”) and its associated companies. Any reference to “we”, “our” or “us” hereinafter appearing shall be read as referring to CLJ and any reference to “you” as referring to its customers.
No order shall be binding on nor deemed accepted by us and no contract shall be formed until our approval and acceptance of the Order has been communicated to you.
CLJ LEGAL NETWORK SDN BHD (LICENSOR) agrees to grant a LICENCE to the Customer (LICENSEE) to access the CLJLaw on-line database in accordance with the following terms and conditions.
"AUTHORISED USER" means any user permitted by the LICENSEE under contract with the LICENSEE to access the DATABASE.
"DATABASE" means all the information provided by the LICENSOR on-line called CLJ Law found at http://www.cljlaw.com.
“LICENSED PRODUCTS” means each of the online products and/or services specified in an order.
"ON-SITE" means the facility operated by the LICENSEE.
“ORDER” means an order which is submitted to us by a purchase order, subscription form, e-mail, proposal agreement or in any manner prescribed by us for one or more online products and/or services.
"REMOTE" means any facility not operated by the LICENSEE.
(a) The LICENSEE is authorised to provide ON-SITE access to the DATABASE to any employee, student, registered or walk-in patron or other person affiliated with, or permitted to use the facilities of the LICENSEE and REMOTE access to any body who is expressly authorized as a AUTHORISED USER by the LICENSEE to access the Database.
(b) The LICENSEE is authorized to provide on-site access to the DATABASE only to their patrons as long as security procedures are undertaken that will prevent REMOTE access by any body or individual who is not listed as an AUTHORISED USER.
(c) Through this AGREEMENT, the LICENSEE, AUTHORISED USER and/or the patrons of the LICENSEE are subject to the Terms and Conditions of Use and the Terms of Trade posted on the web at http://www.cljlaw.com.
3 . DURATION
Upon acceptance of an Order, access to the on-line database shall be for an initial term of 12 months, unless otherwise agreed, renewable thereafter, for successive terms of 12 months each, until the Order is cancelled by either party.
4. LICENCE FEE AND MANNER OF PAYMENT
Licence fees at the agreed amount is specified in the Order and is due within thirty (30) days of receipt of invoice, unless otherwise agreed, from the LICENSOR. Goods and Services Tax (GST) pursuant to the Goods and Services Tax Act 2014 shall be payable by the LICENSEE unless exempted therefrom.
(a) In the event of a breach of any of its obligations under this AGREEMENT, the LICENSEE shall have the right to remedy the breach within thirty (30) days upon receipt of written notice from the LICENSOR. Within the period of such notice the LICENSEE shall make every reasonable effort and document said effort to remedy such a breach and shall institute any reasonable procedures to prevent further occurrences of such breaches. If the LICENSEE fails to remedy such a breach within the period of thirty (30) days, the LICENSOR may (at its option) terminate this AGREEMENT upon written notice to the LICENSEE.
(b) Provided, the account is for a duration of ONE year and more, the LICENSEE may choose to terminate this AGREEMENT upon giving thirty (30) days written notice to the LICENSOR whereupon the LICENSEE shall settle any outstanding fees still due and owing to the LICENSOR up to the date of termination within twenty (21) days from the date of termination. The LICENSOR shall have the right to claim late payment charges at the rate of 10% of the fee outstanding calculated on daily rest should the fee remain outstanding beyond the stipulated period.
(c) If the LICENSOR becomes aware of a material breach of the rights of the LICENSEE under this AGREEMENT that the LICENSOR reasonably believes will cause immediate and severe economic injury, LICENSOR will notify the LICENSEE immediately in writing and shall have the right to temporarily suspend the LICENSEE'S access to the DATABASE and the LICENSOR shall not be held liable for any loss or damage to the LICENSEE as a result of said temporary suspension.
6. RIGHTS AND LIABILITIES OF PARTIES UPON TERMINATION OF AGREEMENT
The Parties hereby acknowledge and agree that in the event of termination of this AGREEMENT by the LICENSOR, the LICENSEE shall be entitled to a refund of the Licence fee previously paid in advance under this AGREEMENT, calculated on a pro-rated basis against the balance of the access period at the date of termination, or any extended period which the Parties have mutually agreed to, within twenty-one (21) days from the date of written notification of termination.
Nothing herein shall be deemed to waive any right or remedy that the Parties may have against the other under the Agreement prior to the termination.
One month prior to the date of expiry of this Agreement, the parties may by mutual agreement agree to extend this Agreement based on agreed terms.
(a) The LICENSOR will not be deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire, flood, accidents, earthquake, strikes or labour shortages, transportation facilities shortages or failures of equipment, or failures of the Internet, including but not limited to ISPs service breakdowns and technical failure.
(b) This AGREEMENT and the license granted herein may not be assigned by the LICENSEE to any third party(ies) without written consent of the LICENSOR.
(c) If any term or condition of this AGREEMENT is found by a court of competent jurisdiction or administrative agency to be invalid or unenforceable, the remaining terms and conditions thereof shall remain in full force and effect so long as a valid AGREEMENT is in effect.
(d) This AGREEMENT represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written and/or oral. There are no representations, warranties, promises, covenants or undertakings, except as described herein.
1. Any notice or other documents required to be given under this Agreement or any communication between the Parties with respect to or in connection with any of the provisions of this Agreement shall be in writing and be deemed to be given to and received by the addressee :
(a) at the time the same is left at the address of or handed to a representative of the Party to be served;
(b) by post on the Business day three (3) Business days following the date of posting ;
(c) In the case of facsimile transmission or other means of telecommunication, on the next following Business day
2. Communication addressed to each Party shall be marked for the attention of the LICENSEE, or authorized representative, at the address stated in the Order or the LICENSOR, or authorized representative, at the address stated below
CLJ Legal Network Sdn Bhd
22 April 2015