T&Cs - Global Employment and Pensions Guide

EVERSHEDS SUTHERLAND (INTERNATIONAL) LLP MOBILE APP TERMS

PLEASE READ CAREFULLY BEFORE USING THE APP

The App (defined below) requires a smartphone, tablet or other compatible device, with a minimum of 24MB memory (as of version 1.0), internet access and a compatible iOS or Android operating system.

These are the terms and conditions of your end-user licence agreement (“App Agreement”) for the Global Employment and Pensions Guide mobile application software (the “App”). The App Agreement is a legal agreement between you and Eversheds Sutherland (International) LLP (registered number OC304065) whose registered office is at One Wood Street, London EC2V 7WS (“we” or “us”).

We licence use of the App to you on the basis of this App Agreement and subject to any rules or policies (“Appstore Rules”) applied by any appstore provider or operator from whose site you downloaded the App (“Appstore”). The App is intended for business use by clients or prospective clients of Eversheds Sutherland (International) LLP – it is not intended for use by consumers.

The Appstore Rules are incorporated into this App Agreement by reference. In the event of any inconsistency between this App Agreement and the Appstore Rules, the App Agreement will take precedence.

HOW THE CONTRACT IS FORMED BETWEEN US

(A) By clicking on the “Accept” button or by using the App you agree to the terms of the App Agreement which will bind you.

(B) By using the App and/or streaming any data in connection with it, you agree that you are 18 years old or over.

(C)I f you do not agree to the terms of this App Agreement, we will not license the App to you.

(D) You may cancel your use of the App at any time.

(E) You should print a copy of this App Agreement for future reference.

1. ACKNOWLEDGEMENTS

1.1. This App Agreement applies to the App and any of the services accessible through the App (“App Functions”), including any updates or supplements to the App or any App Functions, unless they come with separate terms, in which case we will notify you of which terms apply.

1.2 . From time to time updates to the App may be issued through the Appstore. You may not be able to use the App Functions until you have downloaded the latest version of the App and accepted any new terms.

1.3. It is your responsibility to obtain permission from the owner of any device that is controlled, but not owned, by you and described in Condition ‎2.2 (“Device”) and to download a copy of the App onto the Device and stream any data in connection with it. You and they may be charged by your and their service providers for internet access on the Device. You accept responsibility in accordance with the terms of this App Agreement for the use of the App or any App Functions on or in relation to any Device, whether or not it is owned by you.

1.4 We supply information about our services, legal updates and information, and a lawyer directory through the App for information purposes only. It does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of information provided by the App. Although we make reasonable efforts to update the information provided by the App, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. You should always contact a suitably qualified lawyer/attorney on any specific legal matter.

1.5 Pursuant to applicable rules of professional conduct, this App may constitute or contain advertising. Prior results in one matter do not guarantee a similar outcome in a different matter. Results depend upon a variety of factors unique to each representation. The hiring of a lawyer/attorney is an important decision that should not be based solely upon advertisements. Before you make a decision, ask us to send you information about our qualifications and experience. To the extent that professional conduct rules in any U.S. jurisdiction require Eversheds Sutherland (U.S.) LLP to designate a principal office and/or single attorney responsible for this App, Eversheds Sutherland (U.S.) LLP designates its office in Atlanta, Georgia and Mark D. Wasserman as the attorney responsible for this App.

1.6 We use any personal data we collect through your use of the App in the ways set out in our privacy notice. A copy of our privacy notice as applied to the App and as amended from time to time is available here .

1.7 We use technology to collect information about the use of the App. In order to collect such information this App uses cookies. For further information please see our cookie policy. A copy of our cookie policy (as amended from time to time) is available here .

1.8 By using the App or any App Functions, you acknowledge that:

1.8.1 we will collect and use technical information about the Device and related software, hardware and peripherals for App Functions that are internet-based or wireless to improve our products and services and to provide any App Functions;

1.8.2 internet transmissions are never completely private or secure; and

1.8.3 any message or information you send using the App or any App Functions may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1.9 Use of the App and/or communication by you through the App does not establish a lawyer/attorney-client relationship. Any email sent through the App is not confidential and is not protected by privilege. Please do not send us any information about any legal matter unless and until a formal client relationship has been established. Our professional obligations require that before accepting any new client or new matter, we must determine whether there are any actual or potential conflicts with any of our existing or former clients.

1.10 As an international law practice, in order to provide the App and other services we may need to transfer your information to locations outside the jurisdiction in which you are viewing/using the App. This may include transferring your information to jurisdictions outside of the European Economic Area (EEA) where the law may provide less protection for personal information.

2. GRANT AND SCOPE OF LICENCE

2.1 In return for you agreeing to abide by the terms of this App Agreement, we grant you a non-transferable, non-exclusive licence to use the App (including any supplementary software code or updates to the App) on the Devices and its related user guide(s) and operating instructions (“Documentation”), subject to this App Agreement and the Appstore Rules. We reserve all other rights.

2.2 You may download a copy of the App onto your Device and to view, use and display the App on the Device for your internal business purposes only.

2.3 You may use any Documentation only to support your permitted use of the App.

2.4 We do not guarantee that the App will be compatible with all or any hardware and software which you may use. We do not guarantee that the App will be available all the time or at any specific time. We reserve the right to withdraw or modify the App at any time.

3. LICENCE RESTRICTIONS

Except as expressly set out in this App Agreement or as expressly permitted by any local law, you agree:

3.1 not to copy the App or Documentation except where such copying is incidental to normal use of the App or necessary for the purpose of back-up or security;

3.2 not to share, sell, rent, export, lease, sub-license, loan, translate, distribute, transmit, merge, adapt, vary or modify the App or Documentation;

3.3 not to alter or modify the whole or any part of the App or Documentation, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;

3.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or Documentation or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities is:

3.4.1 used only for the purpose of achieving inter-operability of the App with another software program;

3.4.2 not unnecessarily disclosed or communicated without our prior written consent to any third party; and

3.4.3 not used to create any software that is substantially similar to the App;

3.5 to include our copyright notice on all entire and partial copies of the App and Documentation on any medium;

3.6 not to provide or otherwise make available the App or Documentation in whole or in part (including object and source code for the App), in any form to any person without prior written consent from us; and

3.7 to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any App Functions (“Technology”),

together the “Licence Restrictions”.

4. ACCEPTABLE USE RESTRICTIONS

You must not:

4.1 use the App, any App Functions or the Documentation in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this App Agreement, or act fraudulently or maliciously (e.g. by hacking into or inserting malicious code, such as viruses or harmful data, into the App, any App Functions or any operating system);

4.2 infringe our intellectual property rights or those of any third party in relation to the Documentation and/or your use of the App (to the extent that such use is not licensed by this App Agreement);

4.3 use the App or any App Functions to transmit any material that is defamatory, offensive or otherwise objectionable;

4.4 knowingly upload, post, email or otherwise send or transmit any material that contains viruses, Trojan horses, bugs, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

4.5 use the App, any App Functions or Documentation in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

4.6 collect or harvest any information or data from any App Functions or our systems or attempt to decipher any transmissions to or from the servers running any App Functions,

together the “Acceptable Use Restrictions”.

5. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that:

5.1 the App, all the materials contained in it (including, without limitation, the design, layout, look, appearance, graphics and documents on the App, as well as other content such as articles, stories and other text), the Technology and the Documentation are protected by intellectual property rights, including copyright, that either belong to us or are licensed to us to use;

5.2 rights in the App and Documentation are licensed (not sold) to you;

5.3 you have no rights in, or to, the App, the Technology or the Documentation other than the right to use each of them in accordance with the terms of this App Agreement; and

5.4 you have no right to have access to the App in source-code form.

6. LIMITATION OF LIABILITY

6.1 You acknowledge that the App and Documentation have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App and the contents of the Documentation meet your requirements. The content in the App is provided for general information only. You acknowledge that the information may be updated, altered or removed, from time to time, at any time, without notice to you.

6.2 Unless Condition ‎6.4 applies:

6.2.1 we accept no liability for any damage, loss, cost or expense caused to you where such damage, loss, cost or expense is not reasonably foreseeable to you and us when you agreed to this App Agreement, including, without limitation, where the damage, loss, cost or expense:

6.2.1.1 results from our negligence or our breach of this App Agreement; or

6.2.1.2 arises from your use of, or your inability to use, any aspect of the App (or any part of it) for whatever reason (unless due to our breach of this App Agreement);

6.2.2 we make no representations or warranties, express or implied, statutory or otherwise, as to any benefit or right that you obtain or expect to obtain as a result of your use of the App and/or App Functions;

6.2.3 we shall not be liable for any loss, damage, costs or expenses you suffer as a result of any failure or delay by us in providing the App and/or App Functions where such failure or delay arises out of any event outside of our reasonable control. Such events shall include any act, omission or accident, for example, acts of God; flood; storm; default of suppliers or subcontractors; war; riot; civil commotion; malicious damage; failure of a utility service or telecommunications network; strikes and other industrial disputes; breakdown of computer systems or network access; fire or explosions, or power failure; and compliance with any law or governmental order, rule, regulation or direction;

6.2.4 we will not be liable for damage that you could have avoided by applying an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us or to appropriately back-up your data;

6.2.5 we are only liable to you for losses which you suffer as a result of a breach of this App Agreement by us. We are not responsible to you for any losses which you may incur which were not a foreseeable consequence of us breaching this App Agreement, for example if you and we could not have contemplated those losses before or when you access the App, App Functions and/or Documentation;

6.2.6 we have no liability to you for any loss of data, loss of profits, loss of business, business interruption, or loss of business opportunity that you may incur (in each case whether direct, indirect or consequential) and for any indirect, consequential or special loss;

6.2.7 we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the App and Documentation may be subject to limitation, delays and other problems inherent in the use of such facilities; and

6.2.8 the App is provided “as is” and, to the extent permitted by law, without any warranty or condition, whether express, implied or statutory. We do not warrant that your use of the App will be uninterrupted or error-free or that the App, Documentation and/or information obtained through the App will meet your requirements.

6.3 Subject to Condition ‎6.4, our maximum aggregate liability for any claims arising in relation to this App Agreement, including in relation to the App, whether in respect of our negligence and/or breach of contract (including any omission) or in any other way, will be limited to £50,000.

6.4 Nothing in this App Agreement shall limit or exclude our liability for:

6.4.1 death or personal injury resulting from our negligence;

6.4.2 fraud or fraudulent misrepresentation; and

6.4.3 any matter which it would be illegal for us to exclude or to attempt to exclude our liability.

7. TERMINATION

7.1 We may terminate this App Agreement and your licence to access and use the App and/or Documentation immediately by written notice to you if:

7.1.1 you commit a material breach of this App Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so;

7.1.2 you breach any of the Licence Restrictions or the Acceptable Use Restrictions; and/or

7.1.3 at any time, you:

7.1.3.1 give us false or misleading information in relation to your use of the App or otherwise; or

7.1.3.2 attempt to defraud us or act dishonestly towards us.

7.2 In addition, we reserve the right to terminate this App Agreement and discontinue your access to the App at any time for any reason (with or without notice).

7.3 On termination for any reason:

7.3.1 all rights granted to you under this App Agreement shall cease;

7.3.2 you must immediately cease all activities authorised by this App Agreement, including your use of the App and Documentation;

7.3.3 you must immediately delete or remove the App from your Device, and immediately destroy all copies of the App and Documentation then in your possession, custody or control and certify to us that you have done so.

8. COMMUNICATION BETWEEN US

8.1 Contacting us (including with complaints). If you think the App, App Functions or Documentation are faulty or misdescribed or wish to contact us for any other reason please email hrpgmarketing@eversheds-sutherland.com or call us on 020 7919 4500. You can also write to the HR Group at Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS.

8.2 If we have to contact you or give you written notice, we will do so using the details you provide to us in connection with the App, your App registration and/or Appstore subscription.

9. OTHER IMPORTANT TERMS

9.1 We recommend that you back up any content and data used in connection with the App to protect yourself in case of problems with the App.

9.2 The App may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own judgement about whether to use any such independent sites, including whether to buy any products or services offered by them. Links to any independent website are provided for convenience only, and do not imply affiliation with or endorsement by us.

9.3 We may transfer our rights and obligations under this App Agreement to another organisation, but this will not affect your rights or obligations under this App Agreement.

9.4 Your rights and obligations under this App Agreement are non-transferable. This means that only you are entitled to the rights given to you under this App Agreement and you cannot transfer, assign, charge, sub-contract or otherwise dispose of your rights or obligations under this App Agreement or give such rights away to someone else.

9.5 If we choose not to enforce a term or condition contained in this App Agreement, this will not prevent us from enforcing that term or condition later or relying on that term or condition in the future.

9.6 This App Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this App Agreement.

9.7 Each of the conditions of this App Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

9.8 This App Agreement is between you and us. No other person shall have the right to enforce any of its terms.

9.9 This App Agreement and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.

9.10 Subject to Condition ‎9.11, the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the App Agreement (including in relation to any non-contractual obligations).

9.11 We may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.

9.12 Subject to Condition ‎9.11, each party waives any objection to, and agrees to submit to, the jurisdiction of the courts of England and Wales. Each party agrees that a judgment or order of any such court is binding upon it and may be enforced against it in the courts of any other jurisdiction.

10. CHANGES TO THIS APP AGREEMENT

10.1 We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the App.

10.2 If you do not accept the notified changes you may continue to use the App in accordance with the existing terms but certain new features may not be available to you and existing features may not function correctly.

11. UPDATES TO THE APP

11.1 From time to time we may automatically update the App to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the App for these reasons.

11.2 If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and/or some or all of the App Functions may not work properly.

Important

Terms and conditions