Terms and Conditions
TERMS OF TRADING (''CONDITIONS'')
Please note that additional Terms and Conditions apply in respect of Westlaw IE purchases. The applicable terms are found in the Westlaw IE contract signed by the customer.
DEFINITIONS:
In these Conditions
Contract means an individual legally binding contract between Round Hall and Customer created when an Order placed by Customer is accepted by Round Hall according to these Conditions;
Customer means any person, firm, company or unincorporated association which orders, buys or licences goods or services from Round Hall;
Goods means the goods (which shall include but is not limited to print, disk and CD products) or, where the context so admits, services (which shall include but is not limited to online, information, advisory, consultancy, conference and training services) which are the subject of the Order and, where the context so admits, any instalment thereof;
Invoice means the invoice given or despatched to Customer detailing the Goods and the Price;
Order means any order placed by Customer for the supply of Goods by Round Hall to Customer;
Price means the total price to be paid by Customer to Round Hall for the supply of the Goods in accordance with these Conditions;
Round Hall means Thomson Reuters (Professional) Ireland Limited (Registered in Ireland No. 80867) of 43 Fitzwilliam Place, Dublin, Ireland trading as Round Hall, Round Hall Press, Round Hall Sweet & Maxwell and Westlaw IE.
1. ACCEPTANCE OF ORDERS
1.1 Any quotation relating to goods or services supplied by Round Hall and any catalogue, mailshot or other advertisement of such goods or services shall constitute an invitation to treat only and not an offer to contract. Any Order shall be accepted entirely at the discretion of Round Hall and, if so accepted, will only be accepted upon these Conditions.
1.2 These Conditions shall override any contrary, different or additional terms or conditions contained or referred to in an Order or in any other correspondence or documents from Customer and (subject to clause 1.5) no addition, alteration or substitution of these Conditions will bind Round Hall or form part of the Contract unless expressly accepted in writing by a person authorised to sign on Round Hall's behalf.
1.3 An Order shall be deemed to have been accepted by Round Hall upon the earliest of:-
1.3.1 the acceptance by Round Hall of payment in cleared funds for the Goods;
1.3.2 despatch to Customer of a note advising that the Order has been recorded and will be fulfilled once the Goods to which the advice note relates are available;
1.3.3 delivery of the Goods to Customer or Customer's nominee;
1.3.4 in the case of an Order for a subscription product, on delivery of the first issue of the product to Customer or Customer's nominee;
1.3.5 in the case of Goods which are services, commencement by Round Hall of performance of the services or Round Hall having provided Customer with access to said service. Terms and Conditions
1.4 Each Order which is so accepted shall constitute an individual legally binding contract between Round Hall and Customer.
1.5 Where Goods are or include any item of software or are an online or other service, these Conditions shall apply as varied and augmented by the appropriate software licence or other terms and conditions (''Service Terms'') relating to the said service (copies available on request). Where Goods are supplied subject to Trade Terms, these Conditions shall apply as varied and augmented by Trade Terms. In the event of conflict between these Conditions and the abovementioned other documents, the software licence, Service Terms or the Trade Terms (as appropriate) shall prevail but only to the extent of any such conflict.
2. DELIVERY OF GOODS
2.1 Unless otherwise agreed with Customer, Round Hall shall effect delivery of Goods through its distributor at Customer's expense.
2.2 Delivery to Customer shall be deemed to have taken place when the Goods are placed with the Customer or Customer's nominee at the address specified by Customer.
2.3 Risk in the Goods shall pass to Customer upon delivery to it.
2.4 Round Hall reserve the right to make deliveries by instalments in all cases. Where Goods are delivered by instalment, Customer shall not be entitled to treat defective delivery in respect of one or more instalments as a repudiation of the whole Contract nor to defer payment for any previous instalment.
2.5 Any time or date for delivery given by Round Hall is given in good faith but is an estimate only.
2.6 Where an issue of a print subscription product is not received by Customer on the due date for delivery, Customer shall not later than the earlier of:
2.6.1 28 days after receiving the next issue of the said product (time being of the essence); or
2.6.2 28 days after the end of the relevant subscription year (time being of the essence), give notice in writing to Round Hall of the non-delivery of the previous issue. Failure to provide such notice within the said period shall be deemed conclusive evidence of Customer having received and accepted the previous issue of the said product.
2.7 In some cases Goods ordered are either not published or are being reprinted at the time of the Order. If a title is reported as unavailable on the Invoice we will hold your Order (DUE RECORDED) for supply as soon as possible but at a later date.
. CLAIMS AND RETURNS
3.1 Customer shall inspect Goods immediately upon delivery and (subject to clause 3.2) shall within 28 days of such delivery (time being of the essence) give notice in writing to Round Hall of any alleged shortages in the Goods or of any damage to the Goods incurred during transit or of any other matter or thing by reason whereof the Customer alleges that the Goods are not in accordance with the Contract. If Customer shall fail to give such notice timeously, then the Goods shall be conclusively presumed to be in accordance with the Contract in all respects and Customer shall not (subject to clause 3.2) thereafter be entitled to reject the Goods or to claim from Round Hall in respect of any shortage, damage or other defect in the Goods.
3.2 In the case of damage or other defect in the Goods which was not apparent on reasonable inspection, notice shall be given to Round Hall within 28 days after discovery of the damage or other defect and, subject to this relaxation, clause
3.1 shall apply.
3.3 Round Hall will, free of charge either repair or, at its entire discretion, replace damaged or defective Goods PROVIDED THAT:-
3.3.1 any claim is intimated to Round Hall by Customer in accordance with the terms of this clause 3;
3.3.2 if so requested by Round Hall following intimation of a claim, the defective Goods are promptly returned to Round Hall;
3.3.3 the damage or other defect in the Goods complained of shall have arisen as a result of the negligence of Round Hall.
3.4 Alternatively to clause 3.3, Round Hall shall be entitled at its entire discretion to refund to Customer, or (as the case may be) cancel the liability of the Customer to pay the Price of the damaged or defective Goods.
3.5 Other than as provided in clause 3.3 and 3.4 above (and as specifically covered elsewhere in these Conditions), Round Hall shall have no further liability to Customer.
3.6 Certain Goods may be supplied to Customer by Round Hall, at its absolute discretion, subject to a ''satisfaction guarantee'' which may, if the said Goods are not to Customer's satisfaction, be exercised by Customer within 30 days of the date of the Invoice, provided that such Goods are returned to Round Hall in the original packaging and in mint condition, suitable for re-sale, otherwise payment must be made in full. Round Hall will notify Customers within 14 days of receipt if returned Goods are damaged.
3.7 Unless agreed otherwise, all Goods being returned shall be at the expense and risk of Customer.
4. POST AND PACKING CHARGES
4.1 Post and packing charges for delivery are as specified in our catalogue, on our website or on request and are subject to change without notice.
4.2 Round Hall can, if requested by Customer and subject to a charge therefor, arrange for urgent Orders to be delivered by courier.
5. TRADE CUSTOMERS
5.1 Round Hall may at its entire discretion grant trade terms (''Trade Terms''), including discounts, to booksellers by prior arrangement. Application for the granting of trade terms should be addressed to the Marketing Department, Round Hall, 43 Fitzwilliam Place, Dublin 2, Ireland.
6. PROPERTY IN THE GOODS
6.1 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, property in the Goods shall not pass to Customer until Round Hall has received in cash or cleared funds payment in full of the Price and of all other sums which may be due by Customer to Round Hall.
6.2 Until property in the Goods passes, Customer shall keep the Goods free from any lien, charge or encumbrance and Round Hall may at any time require the Goods to be returned to it by Customer and if such requirement is not met within three days Round Hall may retake possession of the Goods and may enter any premises of Customer (including locked and steadfast premises) for that purpose.
6.3 Until such time as property in the Goods passes to Customer, Customer shall hold the same as Round Hall's fiduciary agent and custodian and shall keep them separate from its property and from that of third parties and properly stored, protected and insured and identified as the property of Round Hall. If Customer shall sell or otherwise dispose of or process the Goods (or any part thereof) it shall receive and hold as trustee for Round Hall the proceeds of such sale, disposal or process or other monies derived from or representing the Goods (or any part thereof) (including insurance proceeds) and shall keep such proceeds or other monies separate from any monies or property of Customer and/or third parties, and shall as soon as possible after receiving the same pay such monies to Round Hall or into a separate account in trust for Round Hall.
6.4 Round Hall shall be entitled to sue for the Price once payment is overdue notwithstanding that property in the Goods has not passed to Customer.
7. PRICE AND PAYMENT
7.1 The Price shall be calculated by reference to the price quoted by Round Hall or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Round Hall's price list current at the date of despatch of the Goods plus VAT where applicable and/or other taxes, duties and appropriate other charges (including post and packaging charges) as shall be specified in the Invoice.
7.2 In the case of Goods where prices for those Goods are not known at the time of the Order, the price applied to such Goods will be the current published price at the time of availability as listed on Round Hall's website.
7.3 Payment may be made in Euros by cheque, postal order, credit card or debit card (all major credit cards are accepted).
7.4 Unless otherwise agreed with Customer, quotations are valid for 30 calendar days from the date of quotation.
7.5 Rates, prices and discounts published in catalogues, lists, mailshots, advertisements and other documents issued by Round Hall are subject to variation at any time without prior notice.
7.6 The Invoice shall be given or despatched by Round Hall to Customer on the date of delivery or as soon as reasonably practicable thereafter provided that Round Hall reserves the right to despatch further Invoices to Customer in respect of increased or other charges payable under these Conditions and not ascertainable at the time of despatch of the original Invoice.
7.7 The Price shall be paid in full by Customer to Round Hall and shall be so paid on or before the date shown on the Invoice as the due date for payment unless otherwise agreed in writing between Round Hall and Customer.
7.8 If the Price is not paid in full by the due date Round Hall may:-
7.8.1 cancel or suspend any further deliveries to Customer (under any Contract);
7.8.2 appropriate any payment made by Customer to such of the Goods under this or any other Contract as Round Hall may think fit (notwithstanding any purported appropriation by Customer); and
7.8.3 charge Customer interest pursuant to the European Communities (Late Payment in Commercial Transactions) Regulations 2002 or as otherwise determined by legislation;
7.9 Customer shall reimburse Round Hall (on a full indemnity basis) all costs and expenses incurred by Round Hall in connection with the recovery of any money due to it under the Contract.
7.10 Payments made by Customer to Round Hall shall be applied by Round Hall to Invoices, and to Goods listed in Invoices, in such order or manner as Round Hall shall, at its entire discretion, think fit.
7.11 Except with the express agreement in writing of Round Hall, no deduction shall be made by Customer from any payment for Goods for or on account of any matter or thing whatsoever including, but not limited to, any set-off, compensation, counter-claim or present or future taxes.
8. WARRANTIES AND LIMITATION OF LIABILITY
8.1 Round Hall warrants that:-
8.1.1 it has the right to sell the Goods and has obtained all necessary rights to license them;
8.1.2 the Goods shall correspond with their description as set out in catalogues, lists, mailshots, advertisements and other documents issued by it, unless Customer is specifically advised by Round Hall to the contrary prior to delivery of the Goods; and
8.1.3 where the Goods consist of or include services to be provided by Round Hall, such services shall be provided with reasonable care and skill.
8.2 Any verbal description of Goods or any description provided by someone other than Round Hall shall not form part of their description for the purposes of the warranties in this clause 8.
8.3 Round Hall shall be under no liability under the warranties in this clause 8 if the Price of the Goods has not been paid in full by the due date.
8.4 Whilst reasonable care is taken to ensure the accuracy and completeness of the Goods, Round Hall makes no representations or warranties whatsoever (whether express or implied at common law or otherwise) regarding fitness for purpose, performance, use, nature or satisfactory quality of the Goods or that the Goods are free from errors or omissions and other than as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extend permitted by law.
8.5 Except in respect of death or personal injury caused by Round Hall's negligence, or liability for defective products under the Liability for Defective Products Act 1991, Round Hall shall not be liable to Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law (including delict), or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Round Hall, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use by Customer, and the entire liability of Round Hall under or in connection with the Contract shall not exceed the Price of the Goods, except as expressly provided otherwise in these Conditions.
8.6 Nothing in these Conditions shall:-
8.6.1 limit the statutory rights of Customer (including where the Contract is entered into as a consumer transaction).
8.6.2 operate or be construed so as to operate to exclude or restrict the liability of Round Hall for death or personal injury resulting from the negligence of Round Hall or its servants, employees or agents.
9.CANCELLATION OF CONTRACTS
9.1 In Contracts for Goods which are sold on a charge by release basis, Customer agrees to purchase such further releases as are published by Round Hall unless the Contract is cancelled by Customer in accordance with clause 9.2.2.
9.2 Customer may cancel a Contract as follows. For Goods sold:
9.2.1 on a subscription basis, at any time in writing but such cancellation shall not be effective until the end of the current subscription period. Renewal notices will not then be issued for the next subscription period. Refunds will only be given in exceptional circumstances and entirely at the discretion of Round Hall; or
9.2.2 on a charge by release basis, at any time in writing prior to the publication of the next release of the said product;
9.2.3 other than as provided in sub clauses 9.2.1 or 9.2.2, no other Contracts may be cancelled without the agreement of Round Hall.
10. FORCE MAJEURE
Round Hall shall not be responsible for any delay or failure to fulfill any of its obligations under a Contract nor be liable for any loss or damage suffered or incurred by Customer by reason of any delay in delivery of the Goods or any part thereof caused directly or indirectly by any act of God, war, government or parliamentary restriction, import or export regulation, strike, lockout, trade dispute, fire, theft, flooding, breakdown of plant or premises, late or non-delivery of supplies or any other cause whatsoever beyond the control of Round Hall.
11. COPYRIGHT
11.1 All copyright and other rights in the nature of copyright or any other intellectual property right whatsoever in the Goods or any materials derived therefrom (other than legal documents prepared for a particular client from a style or precedent) are reserved to the copyright owner and the Customer irrevocably acknowledges and agrees that the supply of Goods to it by Round Hall shall not serve to transfer any such rights.
11.2 No part of the Goods may be reproduced in any material form (including photocopying or storing it in any medium by electronic means and whether or not transiently or incidentally to some other use of the Goods) without the written permission of the copyright owner. Warning: The doing of an unauthorised act in relation to a copyright work may result in both a civil claim for damages and criminal prosecution.
12. TERMINATION
12.1 In the event of the Customer committing any breach of any term or provision of a Contract (including, for the avoidance of doubt, these Conditions), going into liquidation, having a Receiver, Administrator, Judicial Factor or other similar officer appointed over the whole or any part of its assets, becoming bankrupt or notour bankrupt or apparently insolvent or granting any trust deed or entering into any composition or similar arrangement with its creditors, or if any circumstances arise which, in the sole opinion of Round Hall, render any of the foregoing likely to occur then Round Hall shall be entitled, without notice and without any liability whatsoever, to terminate the Contract forthwith and to enter Customer's premises for the protection, removal, realisation and disposal of any of the Goods in which property shall not have passed to Customer in accordance with these Conditions. Round Hall shall also be entitled to cancel all Contracts or any part thereof remaining unfulfilled between Round Hall and Customer and to sell to any other party or otherwise dispose of and deal with the Goods.
12.2 Termination of the Contract shall not discharge any pre-existing liability of Customer to Round Hall and on such termination Round Hall shall be entitled to recover from Customer such loss or damage as Round Hall has suffered by reason of such termination.
13. GENERAL
13.1 No failure of or delay by Round Hall to exercise any right, power, remedy or privilege shall operate as a waiver of the same.
13.2 If any term or provision of these Conditions shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Conditions but the validity and enforceability of the remainder of these Conditions shall not be affected.
13.3 Any notices or other communications required or permitted to be given by Round Hall to Customer, or vice versa, under these Conditions shall be in writing and sent, in the case of notices to Round Hall, to the address given in these Conditions (or such other address as may be intimated to Customer from time to time) and, in the case of notices to Customers, to that Customer's last known address. Notices and other communications shall be sent by mail, facsimile transmission or delivered by hand and shall be deemed to have been received, in the case of mail, 72 hours after posting, on facsimile transmission, on the completion of their transmission and on delivery by hand, at the time of delivery. Customer shall keep Round Hall advised of all changes of address.
13.4 The amount of any sum due by the Customer to Round Hall under a Contract shall be sufficiently ascertained by a certificate under the hand of the Secretary or a Director or any other authorised signatory of Round Hall and such certificate shall be final and binding on Customer for every purpose and, in the case of Contracts between Round Hall and Customers to whom Goods are delivered or services provided in Scotland, Round Hall and the Customer consent to the registration of the Contract and any such certificate for preservation and execution.
13.5 Round Hall shall be entitled, in its entire discretion, to alter these Conditions or any of part of them at any time or from time to time whether by way of variation and/or substitution and/or deletion of the subsisting Conditions and/ or adding new provisions and these Conditions as so altered shall apply to Contracts whether current at the time or entered into thereafter, provided always that in the case of each Contract then current one month's prior notice in writing (which may be posted on Round Hall's website) shall be given by Round Hall to Customer stating the amended provision(s) and/or the amended Conditions and the effective date thereof.
14. GOVERNING LAW AND JURISDICTION
These Conditions or any Contract of which they form part shall be governed in all respects by the laws of the Republic of Ireland and Round Hall and Customer each hereby irrevocably agree to submit to jurisdiction of the Irish Courts.
