1. Acceptance of Terms
(a) This document sets out the terms and conditions (Terms) on which you (You) may access and use the KnowledgeSOURCE website and mobile application (the Platform), including in particular to provide You with legal learning to assist You with your professional development.
(b) The Platform is intended for use only by Herbert Smith Freehills’ invited client entities. You must not use the Platform unless invited. You must not use the Platform except on behalf of the client entity You represent. You must cease using the Platform when You no longer represent that client entity.
(c) These Terms apply in addition to any other terms and conditions to which You are subject in relation to the Platform, including:
(3) any relevant third party terms and conditions, including any relevant terms for https://www.apple.com/au/itunes/, https://play.google.com/store or associated websites and for any other third party websites to which the Platform may be linked, (collectively, Other Terms)
In the event of any inconsistency between these Terms and the Other Terms, these Terms will prevail to the extent of the inconsistency.
(d) By accessing or using the Platform, You accept and agree to these Terms without any limitation or qualification. These Terms constitute a legally binding agreement between You, the client entity You represent and Herbert Smith Freehills LLP and its affiliated and subsidiary businesses and firms and Herbert Smith Freehills, an Australian partnership (but not any firm with whom we have an association or alliance) (We, Us or Our).
(e) You warrant to Us that You have the authority to enter into these Terms. As You are also accepting these Terms on the behalf of the client entity You represent, You warrant to Us that you have the authority to bind that client entity to these Terms as though the term “You” also applies to that client entity.
2. Changes to the Terms
(a) We may change these Terms from time to time by bringing the changed Terms to Your attention when You next use the Platform.
(b) By You continuing to use the Platform, such changed Terms will apply from that point forward.
3. Using the Platform
(a) The Platform is only accessible to You if You have “logged in” by providing Your username and password on the log-in and/or authentication page of the Platform (this information is Your Login).
(b) You must not provide details of your Login to any other person. You must not allow any other person to use your Login.
(c) You acknowledge that You are solely responsible for all activity that occurs on Your account / under Your Login.
4. General responsibilities
(a) You are responsible for:
(1) all of Your activity on and in connection with the Platform (including Your use of Third Party Sites and tools, as set out in section 11); and
(2) what you access on the Platform, how You interpret or use the Platform and any actions You may take as a result of the Platform.
(b) You are responsible for all of the content and details that You submit to the Platform (Your Content). In particular, You remain responsible for any breach of contract or infringement of any intellectual property or other rights of any third party in connection with Your Content. While under no obligation to do so, We retain the right to review, edit, and remove from the Platform any of Your Content at any time and without notice to You
(c) You are responsible for meeting the requirements of the rules, regulations and/or guidelines (as applicable) of the jurisdiction in which You are qualified.
(d) We reserve the right to access, read, preserve and disclose any information as We reasonably believe is necessary to:
(1) satisfy any law or regulation;
(2) enforce these Terms, including investigation of potential violations of these Terms;
(3) detect, prevent or otherwise address fraud, security or technical issues; or
(4) respond to support issues.
(e) The contents of the Platform were developed to be current at the date or dates of publication set out in the Platform, and are for reference purposes only. They do not constitute legal advice and cannot be relied upon as such.
5. Privacy and use of data
(a) By using the Platform, you agree we may collect personal information including Your name, contact details and details of your interactions with Us and the Platform. If You are an existing Herbert Smith Freehills client and You have previously engaged Us for legal services, We may combine Herbert Smith Freehills profile information with information We collect in connection with the Platform.
(b) We may collect, use and disclose Your personal information to provide, administer, improve and personalise our products and services (including the App), identify You, protect Our lawful interests and deal with Your concerns. We may not be able to do these things without Your personal information. For example, some functionality of the Platform may be limited.
6. Your use of Our Materials
(a) All rights in the Platform and content on the Platform, including without limitation copyright in the software and data comprising the Platform , are owned or licensed by Us (Our Materials). You must not remove, alter or conceal any copyright, trade mark or other proprietary rights notice incorporated in or accompanying Our Material and You must not reproduce, modify, adapt, perform, display or otherwise exploit Our Materials other than as permitted in paragraph (b) below.
(b) You may only access and download Our Materials on a temporary basis and for the sole purpose of viewing such information. You may not permanently copy or reproduce any part of Our Materials without our prior written permission. You may submit a request for permission to firstname.lastname@example.org.
You must not:
(a) submit, or use the Platform to send, any unauthorized commercial communications (such as spam);
(b) access the Platform using automated means;
(c) upload viruses or other malicious code to the Platform;
(d) bypass any measure We may use to prevent or restrict access to the Platform, any part of the Platform or any other software, systems or networks connected to the Platform;
(e) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying algorithms of any part of the Platform;
(f) create derivative works of any part of the Platform;
(g) rent, lease, lend, sell, transfer, redistribute, or sublicense the Platform;
(h) not do anything that could disable, overburden, or impair the proper working of the Platform, such as a denial of service attack; or
(i) let anyone else access Your account for the Platform.
(a) You may stop using the Platform at any time for any reason, without notice to Us.
(b) We may terminate, disable, block or suspend Your access to the Platform:
(1) immediately, if You breach, or We suspect on reasonable grounds that You have breached, these Terms or any Other Terms; or
(2) on 7 days’ notice to You, at any other time for any other reason.
(c) All provisions which by their nature survive termination, including clauses 4, 5, 6, 10 and 12, will survive termination of these Terms.
9. Your consumer rights
(a) Nothing in these Terms is intended to exclude, restrict or modify rights which You may have under any law (including in Australia, the Australian Consumer Law) which may not be excluded, restricted or modified by agreement (Your Consumer Rights). You can find out more about Your Consumer Rights from consumer organisations and bodies such as the Australian Competition and Consumer Commission and Australian State/Territory fair trading authorities.
(b) If these Terms are governed by the Australian Consumer Law, our liability to you for failure to comply with a consumer guarantee is limited to the supplying of the services on the Platform.
(c) If You suffer any loss in connection with the Platform, You must take all reasonable steps to minimise your loss, including notifying Us without delay if there are steps We can take to help minimise Your loss.
(d) Subject to Your Consumer Rights, we are not liable:
(1) for any loss that was not reasonably foreseeable to You and Us; and
(2) to the extent that Your loss was contributed to by You or any other matter outside of Our reasonable control.
(a) The Platform, and information in the Platform, is for reference purposes only. It does not constitute legal advice and cannot be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this Platform or the information in this Platform.
(b) While We have undertaken reasonable steps to ensure that the information on the Platform is accurate and free from defect, the information may at times be out of date or include omissions, inaccuracies or other errors, for which we are not responsible.
(c) In providing You with legal learning, We do not warrant that Our Materials are adequate in order for You to meet Your continuing regulatory requirements prescribed by Your regulator in the jurisdiction in which you are qualified.
(d) We have no fiduciary relationship with the You in relation to the Platform and We make no express or implied representation to you in relation to the Platform.
(e) Neither We nor any employee, agent or contractor is liable to You or any other person in respect of any cause of action, including negligence, arising in connection with the Platform.
(f) Since electronic services are subject to interruption, breakdown and failure, access to the Platform is offered on an ‘as is’ and ‘as available’ basis only. If you are unable to access the Platform , please contact email@example.com
11. Third party tools
Certain tools, devices, software programs or other features (Tools) available on or through the Platform may be provided by third parties. These Tools are not Our Tools and are provided or made available as a convenience to You. These Tools are not operated by Us and We are not responsible for examining or evaluating the content, availability, accuracy, adequacy, timeliness, validity, copyright compliance, legality, decency, quality, completeness or any other aspect of these Tools.
12. Platform terms
(a) You acknowledge that We (not any other party) are responsible for the Platform and its contents in accordance with these Terms. Both You and We acknowledge that We (not any other party) are responsible for providing any maintenance and support services for, and addressing complaints in relation to, the Platform.
(b) You represent and warrant that You are not:
(1) located in a country that is subject to a US government embargo, or that has been designated by the US government as a "terrorist supporting" country; or
(2) listed on any US government list of prohibited or restricted parties.
(c) Where You have accessed the Platform using Google Play, We grant You a non-exclusive, worldwide and perpetual licence to perform, display and use the Platform on Your device that is capable of accessing Google Play.
(d) The following paragraphs (1) to (5) apply for the Apple version of the Platform available on the iTunes Store:
(1) You acknowledge that these Terms are between Us and You, and that Apple Inc. (Apple) is not a party to these Terms.
(2) We grant You a non-exclusive, revocable, royalty free, non-transferable licence to use the Platform in accordance with these Terms on an iOS Product (that is, any Apple-branded product that runs the iOS operating system software provided by Apple) or any other product permitted by Apple from time to time that You use or control and as permitted by the “Usage Rules” set out in the “App Store Terms of Service”.
(3) Both You and We acknowledge that in the event of any third party claim that the Platform or Your possession and use of the Platform infringes that third party’s intellectual property rights, We (not Apple) will (subject to clause 4(b)) be solely responsible for the investigation, defence, settlement and discharge of such claim.
(4) You acknowledge that Apple has (to the maximum extent permitted by law) no warranty obligations with respect to the Platform and that any claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Platform to conform to any warranty implied or imposed by law will be Our responsibility (not Apple’s). Without limiting any other provisions of these Terms, both You and We also acknowledge that We (not Apple) are responsible for addressing any claims that You or a third party has relating to the Platform or Your possession or use of the Platform, including without limitation any product liability claims, any claim that the Platform fails to conform to any applicable legal or regulatory requirement and claims arising under consumer protection or similar legislation.
(5) Where permitted under applicable laws, both You and We acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms, and that, on Your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as a third party beneficiary of these Terms.
(a) If any provision of these Terms is invalid under the law of any jurisdiction, that provision is enforceable in that jurisdiction to the extent that it is not invalid, whether it is in severable terms or not.
(b) These Terms are governed by the laws of Victoria, Australia. The courts of Victoria, Australia (and the courts of appeal from them) have exclusive jurisdiction to resolve any disputes arising under or in connection with these Terms.
(c) If We fail to enforce any of Our rights under these Terms, that does not mean We waive those rights. If You fail to enforce any of Your rights under these Terms, that does not mean You waive those rights.
(d) These Terms are personal to You and You may not assign or otherwise transfer any rights under these Terms without Our prior written consent. We may assign or otherwise transfer Our rights and obligations under these Terms as We require.
(e) These Terms govern any upgrades provided by Us that replace and/or supplement the original Platform, unless such upgrade is accompanied by separate terms, in which case those terms will govern the upgrade.
If You have any questions or complaints about the Platform, please contact Us by email: firstname.lastname@example.org