1. These Terms of Trade are incorporated into all contracts for the supply of goods and services ("Goods & Services") to the customer (as defined on the "LexisNexis Contract - Online/Print" or other order form) by LexisNexis, a division of RELX (Greater China) Limited ("LexisNexis", "us", "our" or "we"), other than contracts specified in clause 2. They supersede any previously issued Terms of Trade.
2. Where there is a separate written agreement concerning Goods & Services, which has been signed by an authorised LexisNexis representative, the terms of that agreement will prevail over these Terms of Trade.
3. Subject to clause 32, the customer acknowledges that Goods & Services supplied may differ in non¬material respects from those advertised in our catalogue or other promotional material.
4. If the customer has not previously submitted an order to us, the customer must also complete and submit with an order a Customer Account Application Form ("Application"). Acceptance of an order is subject to approval of the Application by our head office.

5. Subject to clauses 6 to 8 below the price payable for Goods & Services shall be the total price specified in our current price list or catalogue, less any discounts agreed in advance in writing by us and plus the applicable cost of packaging, postage and delivery ("Delivery Charges"). Prices and Delivery Charges are subject to change without notice.
6. Existing discounts agreed by us as at the date of these Terms of Trade shall continue to have effect for the initial Term (but will not necessarily apply to any renewal). Subject to clause 7, discounts for hardcopy subscriptions only apply to subscribers to both the online/digital and hardcopy format.
7. Any promotional offer that LexisNexis makes is exclusive of and cannot be used with any other offer, promotion or discount.
8. The price payable for updating material for printed encyclopedic and loose-leaf publications, where these are not covered by the terms of this Subscription Agreement, shall be the price advised by us at the time of publication.

9. On each anniversary of the Term ("Renewal"), the price payable for the Goods and Services will be the price payable in the immediately preceding term, plus an annual adjustment (or actual usage level for the preceding year, whichever is the higher).

10. We may change the customer's agreement from time to time upon notice to the customer. Changes detrimental to the customer take effect upon the next renewal period whilst all other changes take effect upon written notice to the customer.
11. The customer may terminate their agreement upon written notice to us if any change proposed under clause 10 is unacceptable. For termination to be effective under this clause, we must receive your notice of termination within 30 days of the date of the change. Continued use of the Goods & Services by customer following any change constitutes acceptance of the change.
12. The customer may terminate this agreement for Goods & Services (in whole or part) by giving us at least 90 days' written notice, to expire the day before the anniversary of the commencement date or Term (whichever is the longer).
13. We may terminate customer's agreement for Goods & Services (in whole or part) by giving customer at least 60 days' notice. Our only obligation in this event shall be the pro rata refund of any charges paid by customer in advance.
14. We may suspend or discontinue providing the Goods & Services to the customer without notice and pursue any other remedy legally available to us if customer fails to comply with any of its obligations hereunder.

15. By submitting the Application, the customer authorises us to carry out any credit checks with third parties as we may require. The customer authorises us to make any enquiries and to use, exchange or disclose any information which is disclosed in the Application or is obtained by us from any third party from or to any other credit provider or credit reporting agency: a) Concerning the customers credit worthiness; and b) for the purpose of providing or obtaining a reference.
16. We may impose credit limits which may be varied by us from time to time. If the customer exceeds the credit limit then Goods and Services will the withheld until the account is back within the credit limit.
17. The customer must pay the amount specified in an invoice in full within 30 days of the date of the invoice (unless we agree otherwise in writing).
18. If the customer does not pay us the invoiced amount in full within the time stipulated in the invoice, we may, without limitation a) withhold further supplies including Goods & Services which have already been fully paid; or b) charge interest on amounts outstanding at the rate of 4% above our bank's base rate from time to time; or submit the customer's account to a collection agency. If we do submit the account to a collection agency, the customer agrees that we may recover the outstanding amount specified in the invoice including interest, our legal costs, bank fees and charges and other expenses incurred in attempting to recover the debt and any fees and commissions or other amounts we pay to any collection agency to act on our behalf.
19. Where we make individual deliveries of Goods and Services or deliveries in instalments, the customer may be invoiced separately for each delivery in which case, the customer agrees to pay each invoice according to its terms.
20. We reserve the right to charge the customer a surcharge for payments made by credit card. We reserve the right to make changes to this surcharge from time to time or extend the surcharge to other methods of payment. If we make any changes, we will notify the customer in writing before the changes take effect in accordance with clause 10.

ONLINE/DIGITAL PRODUCTS 21. Online and digital products (such as ebooks and LexisNexis Red) supplied are also subject to the additional terms and conditions. Customers are required to accept these additional terms and conditions before first using the product.
22. Delivery of online/digital products is made using the World Wide Web. For the avoidance of doubt, the return policy in clause 30 does not apply to digital products.

23. Pay In Advance ("PIA") Subscriptions. a) PIA Subscriptions commence on the date specified on our invoice or order form (as the case may be) ("Commencement Date"). b) The price for the first year of any PIA subscription is our list price at the date of the order. The price for subsequent years is our list price at the anniversary of the Commencement Date. c) We will inform the customer by invoice before each anniversary of the Commencement Date of the price payable for the next 12 months and, where the PIA Subscription relates to an online product, of any change to the terms and conditions applicable to that product.
24. Supplements. For products that are updated by supplements between editions, when purchasing the main work customers will automatically be sent the updating supplement on publication and will be invoiced for these when received by us.

25. Orders for Goods & Services are accepted by us subject to availability of stock and may be delivered in two or more instalments. Subject to clause 33 and to the maximum extent permitted by law, LexisNexis has no liability for any loss of trade or profit to the customer as a result of delay in delivery or delivery of incorrect or faulty goods.
26. Delivery will be made to the address specified on the order by the customer or its agent, or to a carrier designated by the customer, or to other such addresses as are notified to us from time to time.
27. Risk in Goods & Services passes to the customer on delivery under clause 26 above. Title to Goods & Services other than updates supplied under PIA Subscriptions will pass to the customer on payment in full. Title in updates supplied under PIA Subscriptions will pass on delivery.
28. Time is not of the essence for delivery of Goods & Services and our liability for incorrect delivery or failure to deliver is limited as set out in clause 32.

29. Claims for damage or partial delivery or complete loss of consignment must be notified to us within 30 days of the date of invoice.

30. Returns of printed Goods and Services which are defective, incorrect or faulty will be accepted for credit provided:
(a) LN is notified of the defect/ or fault within 30 days of the date of invoice,
(b) the returns are accompanied by a copy of the returns note/invoice, and
(c) Customer provides the valid authorisation code obtained from our Customer Support department before Goods & Services are returned.
31. Refunds will be given only where the Goods & Services are returned as above and there are no other amounts outstanding and due on the customer's credit account with us. Collection of returns must be from the original address of delivery by LN and if Customer requires LN to collect returns from a different address, LN reserves the right to charge the sum of $300 HKD (or such amount notified from time to time).

32. To the maximum extent permitted by law, our liability to the customer is limited at our option to: (a) in the case of goods, replacement or repair of the goods or payment of the cost of replacing or repairing the goods; and (b) in the case of services, resupply of the services or payment of the cost of re-supplying the services.
33. Our liability to the customer for negligence and breach of contract is limited to the cost of replacing the Goods & Services ordered.
34. Subject to clause 32 and to the maximum extent permitted by law, we exclude all representations, warranties or guarantees, whether express or implied, by statute, trade or otherwise, including without limitation warranties and guarantees regarding the availability of any online product at any particular time.
35. It is not intended that any contract between us and customer for the supply of Goods & Services should be enforceable by any third party.
36. Any waiver by us of any of these terms and conditions shall be limited to the particular instance and shall not operate or be deemed to operate as a future waiver of that or any other term.

37. Notices sent by the customer must be sent by prepaid post to LexisNexis' Customer Support department or customer's account representative at the address on the most recently delivered invoice. Such notices must state the customer's name and (where applicable) account number. Notices sent by us will be sent to the customer's last known address.
38. Any change to the customer details, including name, invoice, delivery and site addresses must be notified to us in writing within 30 days of the date of the change.


39. We may cancel or suspend delivery of any ordered product in the event of any delay or non¬performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.

MISCELLANEOUS 40. Any discount offered by LexisNexis is at our discretion and subject to any conditions that LexisNexis may elect to impose. For example discretionary discounts offered on hard copy products are only valid if the customer has a contemporaneous subscription to the online or digital format of that product. Therefore, if the customer cancels subscription to one format, then the costs of the other format will revert to the list price as at the anniversary date of the Term.

Supplemental Terms

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