General Terms and Conditions
All prices are payable in Canadian funds, and payment is due to Lancaster House upon receipt.
All prices are subject to change without notice.
Claims for missing or non-receipt of conference/workshop materials should be made no later than 15 days after the conference/workshop date.
Claims for missing or non-receipt of books/loose-leaf services should be made within 15 days of the purchase date.
By accessing this web site and any pages thereof, you agree to be bound by the Terms and Conditions and Legal Notices. If you do not agree with the Terms and Conditions and Legal Notices, do not access this web site or any pages thereof.
Copyright Policy: Distributing Lancaster House Materials in Your Workplace
All Lancaster House print and electronic resources are protected by Canadian copyright law and cannot be sold, reproduced, published, posted, distributed, or otherwise made available internally in your workplace without our express permission. All improper sharing of Lancaster House materials constitutes an infringement of Canadian copyright law and is subject to penalty under the Copyright Act.
If you wish to internally distribute electronic resources obtained from Lancaster House, please contact Customer Service at email@example.com for pricing and permission.
All orders are subject to a shipping rate. These rates vary, and can be found on the product order page. Please allow up to 15 business days for orders to be processed.
For more information on shipping, including international shipping rates, please contact our Customer Service department at firstname.lastname@example.org
Schedule A: First Resort Terms & Conditions
In this Agreement, the following terms shall have the following meanings:
1.1 “Approved List” means the list provided in Schedule C: User Information containing the names of the Subscriber and Users provided by Customer to and approved by Lancaster from time to time;
1.2 “Customer” means any individual or corporation accessing Lancaster House Publications, Materials, and Online Services as defined hereunder. The term “Customer” encompasses Subscribers and Users;
1.3 “E-Alerts” means broadcast emails sent to Lancaster customers containing relevant news and updates;
1.4 “E-Texts” means texts, such as e-texts on Wrongful Dismissal E-texts, published in digital format.
1.5 “Invoice Schedule” means the cost to Customer for the Online Services and materials for the Term of the Agreement set out in Schedule B: Invoice;
1.6“Lancaster House Publications” means the online publications that form part of the Online Services as defined in 1.8 below as amended from time to time;
1.7 “Materials” means any content generated by Lancaster in print or online whether or not included in the definition of Online Services below;
1.8 “Online Services” include but are not limited to eAlerts, databases, search functions, and e-texts which are provided to Customers, Subscribers, and Users pursuant to this Agreement and are set out in Schedule C: User Information, as amended from time to time;
1.9 “Subscriber” means the primary user of Lancaster’s services employed by Customer;
1.10 “Term of Agreement” means the subscription term set out in Schedule B: Invoice.
1.11 “User” means all users employed by or associated with Customer (“User(s)”) whose names may be provided by Subscriber to and approved by Lancaster from time to time, and whose names are set out in Schedule C: User Information.
2. General Interpretation
2.1 The recitals to this Agreement are intended to be a general introduction to this Agreement and are not intended to define the scope of the parties’ obligations hereunder or to alter the plain meaning of the terms and conditions of this Agreement. The division of this Agreement into Sections, Paragraphs and Subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
2.2 In this Agreement:
- 2.2.1 the terms “this Agreement”, “hereof”, “hereunder”, and similar expressions refer, unless otherwise specified, refer to this Agreement taken as a whole and not to any particular Section, Paragraph, Schedule or other portion hereof;
- 2.2.2 words importing the singular number only shall include the plural and vice versa and words importing gender shall include all genders;
- 2.2.3 unless something in the subject matter or context is inconsistent therewith, all references herein to Sections, Paragraphs and Schedules refer to Sections, Paragraphs and Schedules of this Agreement;
- 2.2.4 words and phrases denoting inclusiveness (such as “including” or “includes”), whether or not stated, are not limited by their context or by the words or phrases which precede or succeed them; and
- 2.2.5 unless otherwise provided herein, whenever the word “discretion” is used with respect to a party, it will be deemed to mean such party’s sole and absolute discretion.
Lancaster grants to the Customer a non-exclusive, non-transferable licence to access the Online Services and Materials for the Term of Agreement. These Licence terms apply equally to any Lancaster publications which are or may be included in the E-Alerts, Online Services or Materials.
3.1 Only the Subscriber and other employees or associates of Customer, including temporary employees, students, partners or firm members are eligible to access and use the Online Services and Materials (“Potential Users“). Any Potential User identified to and approved by Lancaster for the purposes of access to the Online Services or Materials, and named in Schedule C: User Information, will be provided with a Lancaster password and login. The Lancaster password and login may only be used only by the assigned User and not shared or used by any other person, including other Users or Potential Users. Schedule B to this Agreement will be kept up to date by Subscriber, and Lancaster will be promptly notified to deactivate a User’s login and password if the User is no longer an employee or if Subscriber otherwise wishes to terminate User’s access to the Online Services and Materials.
3.2 Customer is responsible for all use of the Online Services and Materials by Users and for associated charges for use of same. Customer agrees to implement policies and procedures and use reasonable efforts to prevent unauthorized use of the Lancaster Online Services and Materials. Customer will promptly notify Lancaster in writing if it is suspected that a Lancaster password and login has been lost, stolen, misused or compromised in any way.
4. Ownership of Intellectual Property:
Lancaster is the exclusive owner of all of the Online Services and Materials and all intellectual property contained or associated with them. This Licence allows the Customer to make use of the Online Services and Materials as provided for in this Agreement, but does not transfer any rights in the Online Services and Materials or the intellectual property contained therein. Customer, Subscriber, or Users may not remove or obscure the copyright notice or other notices contained in the Online Services and Materials.
The Invoice Schedule, as amended from time to time, shall be set out in Schedule B: Invoice and form part of this agreement.
The Term of this Agreement shall be the term set out in in Schedule B: Invoice unless otherwise agreed to in writing and may be renewed on an annual basis, subject to the agreement of the parties.
7. Restrictions on Use and Copying:
- 7.1 The Customer may use and reproduce reasonable portions of the content of any element of the Online Services and Materials, but only for purposes of the Customer’s own research, private study and/or review, or for purposes of the Customer’s own preparation and presentation of submissions to an arbitrator, board, tribunal or court in a proceeding in which the Subscriber, User, or a Customer’s client is involved, unless the prior written consent of Lancaster has been obtained.
- 7.2 Provided that paragraph 7.1 above has been complied with, Customer, Subscriber and/or User are permitted to print or download such reasonable portions for storage on the Customer’s computer’s hard drive for later printing. All of the restrictions on copying apply equally to any copy made to the Customer’s hard drive, or any copy the Customer prints or otherwise reproduces. Storage on network servers or removable media of any kind is prohibited.
- 7.3 Customer, Subscriber, or User are otherwise not permitted to offer or allow the use of, or to make copies of any element of the Online Services or Materials, or any other Lancaster publication the content of which is included in the Materials, for the use of any person or party, for distribution, resale or any other purpose whatsoever.
- 7.4 Any use or copying of the Online Services and Materials, or any other Lancaster publication the content of which is included in the Materials, outside the terms set out in this Licence shall be considered a copyright infringement and Lancaster shall have the option of exercising its remedies under the Canadian Copyright Act, including statutory damages, and otherwise. The Customer, Subscriber, or Users may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Online Services or Materials, the access interface or any element of them or the written materials accompanying them, without the prior written consent of Lancaster. Further, the Online Services and Materials may not be installed, stored or used on an intranet, a network server, file server, web server or removable storage media of any kind without prior written consent from Lancaster.
- 7.5 Restrictions on Transfers, etc. The Online Services and Materials are licensed to the Customer only, and no portion of them may be sub-licensed or transferred to anyone without the prior written consent of Lancaster. The Customer, Subscriber, or Users may not assign, copy, download, store, reproduce, display, distribute, use, forward, transmit, retransmit, rent, lease, sell or otherwise dispose of or permit access to the Online Services and Materials or any element of them on a temporary or permanent basis, except as expressly provided in this Licence.
8. Password Protection:
The Customer, Subscriber, and all Users shall maintain their Password and login information as personal and confidential, and shall not transfer to or share the Password with any person other than a user authorized in writing by Lancaster. Any breach of the foregoing condition may result in immediate termination of access to the Online Services and Materials as well as liability to Lancaster for all damages resulting from such breach. It is the Customer’s, Subscriber’s, and all User’s sole responsibility to protect their Password from any unauthorized use. The Password may be changed at the discretion of Customer, Subscriber, User(s) or Lancaster. The Password must be changed when any User listed in Schedule C: User Information is deleted from the Approved List for any reason or ceases to be an employee of Customer.
9. Maintenance of Online Services and Material:
Lancaster will update the Online Services and Materials as Lancaster deems reasonable. Notwithstanding anything in this Licence, neither Lancaster nor any person whose service is operated or distributed through Lancaster guarantees that a bulletin board or any document within a bulletin board or any of the Materials is complete and wholly accurate or that any service will function without failure or interruption. If any search used in accordance with Lancaster instructions fails through a fault of that service or of Lancaster facilities, Lancaster’s sole responsibility therefore will be to rebate to the Customer, upon the Customer’s written request, any charges made to Customer for the particular failed search or other service. Materials and features may be added to or withdrawn from the Online Services and the Online Services otherwise changed without notice.
10. Limited Warranty and Disclaimer:
Lancaster represents and warrants that it has the right and authority to make the Online Services and materials available to Customer, Subscriber, and to Users as set out in this Subscription Licence Agreement. Lancaster warrants with respect to its Online Services that its equipment and facilities are in good repair. Lancaster will make all necessary adjustments, repairs and replacements to maintain the equipment and facilities in this condition. If the Online Services malfunction or fail to perform properly or at all or if any employee or agent of Lancaster is negligent and the malfunction, failure or negligence is the cause of inadequate results, the total liability of Lancaster shall be limited to providing sufficient access to reiterate the search or other operation in which the malfunction or negligence occurred. The foregoing is in lieu of and disclaiming all other warranties and conditions express or implied, contractual or statutory, including warranties and conditions of merchantability and fitness for a particular purpose, and of all other obligations or liabilities arising out of or in connection with the Customer, Subscriber, or User’s use of the Online Services and Materials. Aggregate liability for damages arising under this Subscription and Licence shall not exceed the total amount billed by Lancaster for the Subscription in the year in which the damages were suffered. In no event shall Lancaster, its officers, directors, employees and consultants be liable for any special, indirect, incidental, consequential or other damages, costs or fees, resulting in any manner whatsoever from the Customer, Subscriber, or User’s use of E-Alerts, the Online Services or Materials and/or the default or negligence of Lancaster, its employees or consultants.
11. Limitation of Liability:
In no circumstances will the liability of Lancaster in connection with any claim arising out of or relating to the Online Services or Materials or this Subscription Licence Agreement exceed the lesser of Customer’s actual direct damages or the amount paid for the Online Services and Materials in the one year period immediate preceding the date the claim arose. Lancaster will not be liable for any special indirect, incidental or consequential damages of any kind whatsoever, including, without limitation, attorney’s fees, in any way due to, resulting from, or arising in connection with the Online Services, Materials, or the failure of Lancaster to perform its obligations.
12. Force Majeure:
Performance of Lancaster’s obligations hereunder is subject to interruption and delay due to causes beyond its reasonable control such as acts of God, acts of any government, war or other hostilities, the elements, fire, explosion, power failure, telecommunications failure, industrial or labour dispute, inability to obtain supplies and the like, or breakdown of equipment or any other causes beyond Lancaster’s control.
13. Customer Responsibility:
Lancaster is not engaged in rendering legal or other professional services. If legal or other expert assistance is required, the services of a competent professional person should be sought. The Customer assumes all responsibilities and obligations with respect to any decisions or advice made or given as a result of the reliance upon, use, or application of any information accessed by the Customer, Subscriber, or Users, including responsibilities and obligations to any third party.
14: Terms of Agreement to Prevail:
15: Assignment Restricted:
This Agreement and the Licence hereunder may not be assigned or sub-licensed by the Customer without the prior written consent of Lancaster.
This Agreement may be modified in writing signed by an authorized representative of Lancaster and Customer.
This Agreement and the Licence hereunder is effective until terminated in accordance with the Agreement. The Licence granted hereunder will terminate automatically and without notice from Lancaster if Lancaster discovers that the Customer, Subscriber or any User has breached any of the terms of this Agreement or the Licence.
Lancaster may temporarily suspend or discontinue the provision of the Online Services or Materials to Customer, Subscriber, or any User who is in breach of this Agreement without notice, and Lancaster may pursue any legal remedies that may be available to it in the circumstances.
19. Dispute Resolution:
Any dispute arising under or in respect of this Agreement shall be referred by any party to binding arbitration under the Arbitration Act (Ontario). The arbitration shall be in Toronto, Ontario before a single arbitrator selected by the parties or, failing agreement, selected under the Arbitration Act. Decisions of the arbitrator shall be final and may be entered in any court having jurisdiction. Each party will bear its own costs of any arbitration, unless the arbitrator decides otherwise.
20. Notices and Deliveries:
Any notice or delivery contemplated by this Agreement shall be in writing and shall be sufficiently given if delivered to the party entitled to receive it by facsimile, or sent to the party entitled to receive it by registered mail postage prepaid. Notices shall be sent to the following addresses and fax numbers:
Any party may change its address or fax number by written notice to the other party as noted above. Notices sent by delivery shall be deemed received when delivered. Notices sent by facsimile or email shall be deemed received the first business day after facsimile transmission is confirmed “OK” on the sender’s facsimile machine or sender receives a “read receipt” from the recipient of email. Notices sent by registered mail shall be deemed received the seventh day after posting.
21. Counterparts and Facsimile Delivery:
This Agreement may be executed in two or more counterparts, and every party executing a counterpart shall be deemed to be a party to this Agreement to the same extent as if the signatures of all parties were set out on the same copy of the Agreement. This Agreement may be delivered by facsimile transmission.
If any provision of this Agreement or its application to any person or circumstances shall be found by any court to any extent to be invalid or unenforceable or to be void or illegal, such provision or provisions shall be deemed severable and all other provisions or parts of this Agreement shall be deemed to be separate and independent and will continue in full force and effect unless and until similarly found void and/or illegal, and the parties will negotiate in good faith to amend this Agreement to implement the original intentions of the parties to the fullest extent legally possible. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Laws.
23. Relationship of the Parties:
This Agreement shall not be construed to constitute an agency, partnership or joint venture relationship between any of the parties
Unless otherwise specified, all dollar references herein are deemed to refer to lawful money of Canada.
25. Governing Law:
This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in Ontario.
26. Entire Agreement; Amendments:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter dealt with in this Agreement and cancels and supersedes any other prior agreements, commitments and understandings, whether written or oral. This Agreement may only be amended in writing signed by all parties.