This Licence Agreement relates to the supply of Licensed Products by the CLJ Malaysia 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 Malaysia 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 www.cljlaw.com.
"LICENCE FEES" means subscription fees paid by the LICENSEE to the LICENSOR for one or more online products and/or services.
“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 the LICENSEE 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.
3 . DURATION
Upon acceptance of an Order, access to the on-line database shall be for an initial term of 12 months, renewable thereafter, for successive terms of 12 months each, unless otherwise agreed, until expiry of the relevant year's subscription or earlier termination pursuant to Clause 6 below.
4. LICENCE FEE AND MANNER OF PAYMENT
A Licence Fee 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 LICENSEE. The LICENSEE shall pay any tax imposed by the government including, but not limited to, the Sales and Service Tax (SST) pursuant to the Sales Tax Act 2018 (Act 806) and the Service Tax Act 2018 (Act 807).
If the LICENSOR becomes aware of a material breach of the rights of the LICENSOR under this AGREEMENT that the LICENSOR reasonably believes will cause immediate and severe economic injury, the 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.
(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 fourteen (14) days upon receipt of written notice from the LICENSOR. Within the period of such notice the LICENSEE shall make every reasonable 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 fourteen (14) days, the LICENSOR may (at its option) terminate this AGREEMENT upon written notice to the LICENSEE.
(b) The LICENSOR shall at its sole discretion have the right to terminate this AGREEMENT at any time by giving fourteen (14) days notice in writing to the LICENSEE.
7. RIGHTS AND LIABILITIES OF PARTIES UPON TERMINATION OF AGREEMENT
(a) The Parties hereby acknowledge and agree that in the event of termination of this AGREEMENT by the LICENSOR pursuant to Clause 6(a) above, the LICENSOR shall have the right to immediately suspend the LICENSEE's access to the Licensed Product and to retain any Licence Fees paid in respect of the same, and claim any arrears thereof.
(b) The Parties hereby acknowledge and agree that in the event of termination of this AGREEMENT by the LICENSOR under Clause 6(b) above, the LICENSOR shall have the right to immediately suspend the LICENSEE's access to the Licensed Productupon expiry of the notice periodunder Clause 6(b) and 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, less any arrears owing to the LICENSOR and statutory taxes, within twenty-one (21) days fromthe date the termination takes effect.
(c) Nothing herein shall be deemed to waive any right or remedy that the Parties may have against the other under this Agreement prior to the termination.
30 days 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.
(a) Any and all notices or other documents required to be given under this Agreement shall be effective and deemed to have been received by you:
i) at the time the same is left at the address of or handed to a representative of the Party to be served;
ii) on the day immediately following the date of dispatch, if sent by post;
iii) immediately on dispatch if sent by facsimile transmission, electronic mail or through the internet or any electronic medium selected by us;
(b) 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:
Updated as at 1 September 2021