1. LICENCE AND ANCILLARY MATTERS

1.1	Customer is non-exclusively and non-transferably licensed to use the Products in accordance with this Licence Agreement on a standalone computer or network controlled by Customer.
1.2	During the continuance of the licence a single user may use the Product if the Customer has been granted a single Licence. More than one user is permitted if the Customer holds two or more Licences. The maximum number of users if the Customer holds two or more Licences will be determined in accordance with CCH's Price List at the relevant time. These users must be nominated by Customer. Customer may nominate a new user in substitution for a nominated user only in circumstances where the existing nominated user ceases to be employed by Customer or the proposed new nominated user assumes the role previously occupied by the existing nominated user in Customer's organisation. Customer must give CCH the name and work email address of each nominated user.
1.3	Unless authorised in writing by CCH, Products may be used (and reproduced) by Customer pursuant to the Licence only: for research, comment, criticism and other scholarly activities; in connection with the internal management and administration of Customer's business activities; or in the course of providing professional advisory services to Customer's clients. In particular, the following activities are expressly prohibited: the use of training Products by Customer to train Customer's clients without CCH's prior written consent; and the reproduction of any part of the Products for sale or incorporation in any product or service intended for sale or supply to third parties is prohibited except as follows: 1. Customer may reproduce extracts (which do not comprise substantial reproductions) of the Products in the course of Customer's business of providing professional advisory services as lawyers or accountants to Customer's clients, if Customer cites the relevant Product as the source of the copy; and 2. precedents included with the Products may be used in Customer's business and copied, modified and supplied to Customer's clients in the course of Customer's business of providing professional advisory services as lawyers or accountants.
1.4	Customer or any Licenced User is not entitled to access to source code for any software included in the Products. All CCH's copyright in and other proprietary rights to the Products are retained by CCH.
1.5	Except as contemplated by clause 1.3, Customer or any Licenced User is not entitled to copy, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Products (except to load in Customer's computer or network for use pursuant to the Licence). Nor may Customer or any Licenced User merge Products with any other databases.
1.6	So long as Customer or any Licenced User is not in default of its obligations under the Licence Agreement, CCH will make available to Customer during the continuance of the Licence all updates to the Products that are generally made available to its other customers licensed in respect of those Products.

2. ACCESS

2.1	A Licensed User may access Products online utilising the Logon ID allocated by CCH to the Customer for use by the Licensed User. Customer shall be responsible for all activities conducted by each Licenced User in accessing the Products.
2.2	Customer must ensure that a Licensed User does not disclose their Logon ID to anyone else.
2.3	Customer must immediately notify CCH if a Licensed User's Logon ID should be cancelled.
2.4	CCH may cancel any Logon ID at any time without providing reasons.
2.5	Customer acknowledges that CCH may not operate and maintain the Website and that a subcontractor of CCH may administer the allocation and cancellation of Logon IDs. CCH will ensure that any such subcontractor agrees that it will use Customer details provided to it by CCH only for Logon ID allocation and cancellation and to enable Customer to access Products pursuant to the Licence via the Website. Customer consents to CCH disclosing its details to any such subcontractor for the purposes of allocation and cancellation of Logon IDs and to enable Customer to access Products. Any such subcontractor will also track online usage of Products and provide this information to CCH.
2.6	Customer acknowledges and agrees that access to Products via the Website is subject to the terms and conditions of Website use that appear on the Website.

3. LICENCE FEES

3.1	Customer agrees to pay an annual fee for the Licence. The Licence Fee for the first 12 months of the Licence is specified in CCH's Price List current at the time of acceptance of the Order and is payable in advance (unless CCH and Customer agree to a different amount or time of payment). The Licence Fee payable for succeeding 12 month periods is payable annually in advance within 30 days of invoice by CCH and the amount of the Licence Fee for subsequent 12 month periods will be in accordance with CCH's then current Price List (unless CCH and Customer agree in writing to a different amount or time of payment).
3.2	If Customer wants more than one nominated user then Customer must purchase additional licences in accordance with CCH's then current Price List.
3.3	Despite the provisions of clauses 1.2 and 3.2, if CCH agrees in writing that the Licence will be a site Licence for one or more nominated sites with a maximum number of Licensed Users at each nominated site then Customer may nominate up to the maximum number of nominated users working at, or reporting to, each nominated site. The Licence Fee for the first 12 months of the site Licence will be as agreed in writing by CCH and Customer and, for succeeding 12 month periods, will be as notified by CCH to Customer at least 45 days prior to the commencement of the relevant period.
3.4	Customer authorises CCH, its officers, employees, agents and independent contractors to enter any premises which Customer occupies at any time and from time to time during the continuance of the Licence without notice during business hours to verify that use by Customer of the Products is consistent with the Licence Agreement. Customer agrees to co-operate with CCH in order to facilitate the verification process by affording access to its computer systems for this purpose. Customer indemnifies CCH from all liability arising out of anything lawfully done by or on behalf of CCH in pursuance of CCH's rights under this clause.

4. TERM AND TERMINATION

4.1	The Licence for the Products Licensed will commence on the date Customer is given online access to the Products.
4.2	The Licence for the Products will continue for an initial period of 12 months. After that it will continue automatically for successive 12 month periods unless terminated by CCH or Customer by written notice to the other at least 30 days prior to the expiration of the relevant 12 month period.
4.3	Despite the provisions of clause 4.2, CCH is entitled to terminate the Licence by written notice, without prejudice to any other rights it may have against Customer, if Customer defaults in the performance of any obligation under the Licence Agreement and, where the default is capable of being remedied, it continues unremedied for 7 days after written notice specifying the breach and requiring remedy is given by CCH to Customer.
4.4	Immediately following termination of the Licence, Customer must delete and remove completely from its computer system all files created by the Products and all copies it has made of parts of the Products.
4.5	CCH may at any time and from time to time give one month's written notice of its intention to vary the terms of the Licence Agreement. If it does so, the variation specified will become effective on expiry of the notice period. However, the Customer may at any time during the notice period give written notice terminating the Licence effective from the end of the notice period. If the Customer does so, it will be entitled to a proportionate refund of the Licence Fee for the remainder of the 12 month Licence period.

5. LIMITATIONS

5.1	CCH makes no representations or warranties express or implied in respect of the Products. In particular, but without limiting the generality of the previous statement, CCH does not warrant that they are fit for any purpose, irrespective of whether or not any purpose is communicated to CCH. Customer acknowledges that, because of the nature of the internet and third party dependencies, CCH does not warrant that access will be continuous, uninterrupted or error-free and that the Website may not always be available due to upgrades or maintenance. In no event will CCH be liable for any remote, indirect, consequential, special or incidental damages or loss including, without limitation, damages resulting from loss of data, loss of profits or business interruption (even if Customer has advised CCH of the possibility of such damages). CCH will not be liable to Customer or anyone else for damage caused directly or indirectly to computer files through the accessing of Products via the internet. Customer must apply whatever virus protection measures it considers appropriate as CCH will not be responsible for any damages or loss caused by any viruses.
5.2	All Products made available by CCH pursuant to the Licence are subject to the following disclaimer: No person should rely on the contents of the Products without first obtaining advice from a qualified professional person. The Products are licensed on the understanding that: (1) the authors, consultants, editors and programmers are not responsible for the results of any actions taken on the basis of information contained in the Products, nor for any error in or omission from the Products; and (2) CCH is not engaged in rendering legal, accounting or other professional services. CCH and the authors, consultants, editors and programmers expressly disclaim all and any liability to any person, whether or not a purchaser, reader or user of the Products, in respect of anything, and of the consequences of anything, done or omitted to be done by any person in reliance, whether wholly or partially, on the whole or any part of the contents of the Products.
5.3	Customer agrees that CCH will not be liable for any damages or loss of any kind whatever (including, without limitation, any liability for consequential damages or loss) arising out of the grant of the Licence or the use by Customer or any Licenced User of the Products whether arising from any act, omission or failure (and whether negligent or not) of CCH, its officers, servants, agents or independent contractors, or otherwise.
5.4	If, despite clauses 5.1, 5.2 and 5.3, CCH incurs any liability to Customer in addition to that contemplated by clause 5.3 then CCH's maximum aggregate liability to Customer will be limited to an amount equal to the Licence Fees paid by Customer to CCH.
5.5	No other contractual terms whatever, whether communicated to CCH before, at the time of, or after submitting an Order to CCH will form part of the contract between CCH and Customer unless agreed by CCH in writing. If for any reason other contractual terms do form part of the contract then, to the extent of any inconsistency, by submitting the Order Customer agrees that the terms of the Licence Agreement will prevail.
5.6	The terms and conditions contained in this Licence Agreement are not intended to confer rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act (Cap 53B) or otherwise, and no third party shall have any right to enforce any provision of these terms and conditions.

6. GENERAL

6.1	In this Licence Agreement unless the context otherwise requires references to clauses are to clauses of this Licence Agreement, the singular includes the plural and vice versa, where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning, and a reference to any statute, includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute replacing it.
6.2	The validity, interpretation and performance of this Licence Agreement will be governed by the laws of the Singapore. The parties submit to the non-exclusive jurisdiction of the Courts of the Republic of Singapore in respect of any dispute that arises in connection with this Licence Agreement.
6.3	A notice or other communication required or permitted to be given by a party to another must be in writing and delivered personally, sent by post, postage prepaid, sent by facsimile transmission or sent by email (but only with a request by the sender for a receipt to be returned on opening) to that party from time to time. A notice or other communication will be taken, for the purposes of this Licence Agreement, to have been given if: personally delivered, upon delivery; mailed, on the expiration of 3 business days after posting; sent by facsimile transmission, on the day it is sent (or, if that is not a business day, on the next business day); or sent by email when the recipient sends an acknowledgment of receipt of the email.
6.4	Customer may not assign, sub-license or otherwise transfer the benefit of the Licence without the prior written consent of CCH.
6.5	If Customer is in breach of its obligations under any other contract entered into with CCH, then CCH is entitled to withhold performance of any of its obligations under this Licence Agreement and any other contract which CCH has with Customer until the breach has been remedied. CCH will not be liable for any damages or loss (consequential or otherwise) sustained by Customer as a consequence of the exercise of CCH's rights pursuant to this clause.
6.6	CCH may in its discretion provide telephone support for use of Products during CCH's usual business hours. No representation or warranty that telephone support will be available at all or at any particular time is given by CCH to Customer.
6.7	Customer agrees that: a. CCH may use and disclose Customer details within the Wolters Kluwer Group (which includes CCH) for direct marketing of Wolters Kluwer Group products to Customer. Such use will be in accordance with CCH's privacy policy applicable from time to time. This policy may be accessed at www.cch.com.au. b. CCH may use or disclose the details of nominated users provided to CCH pursuant to clause 1.2 for the purpose of verifying that use by Customer of the Products is consistent with the Licence Agreement.
6.8	Before giving the name and work email address of each nominated user to CCH Customer must notify each nominated user of the following: a. the information concerning them that will be given to CCH and that they will have access to that information; b. CCH's contact details; c. the purpose for which the information is being collected by CCH and that CCH will not provide the details to any organisation;, and d. that the main consequence of the information not being provided is that the person will not be entitled to be nominated as a Licensed User.

7. DEFINITIONS

"CCH" means CCH Asia Pte Limited.

"Licence" means the licence granted pursuant to clause 1.1.

"Licence Agreement" means the contract between CCH and Customer resulting from acceptance of the Order.

"Licence Fee" means the fees payable pursuant to clause 3.

"Licensed User" means a person nominated by Customer who has been given a Logon ID by CCH.

"Logon ID" means a username and password.

"Order" means the order submitted by Customer to license the Products.

"Price List" means CCH's price list for Products at any relevant time.

"Products" means the CCH products (including all information and associated software) Licensed by CCH to Customer and accessed via the Website.

"Website" means the CCH website through which the Products are accessed.

"Wolters Kluwer Group" means Wolters Kluwer Australia Pty Limited and its related bodies corporate (within the meaning of that expression in section 50 of the Corporations Act).

At CCH Asia Pte Limited (“CCH Asia Pte Limited”), we are committed to protecting your privacy. We use the information we collect about you to process orders and to provide a more customised information experience. Please read on for more details about our privacy policy.

At CCH Asia we are committed to protecting the privacy of personal information we collect from you during the course of our business relationship. CCH Hong Kong is bound by the six Data Protection Principles that form part of the Personal Data (Privacy) Ordinance (Hong Kong) (the Privacy Ordinance), and believes that respect for your privacy forms part of the ongoing trust we wish to develop with you.

CCH Asia has decided to adopt the general principles for handling personal information contained in the Privacy Ordinance for its businesses not only in Hong Kong but also in China, Japan, Malaysia and Singapore.

What personal information do we keep?

If you are a customer of CCH Asia, we generally request and/or store the following information in relation to you in order to manage our business relationship:

Depending on the product or service you have acquired, we may also store other specific information about you. If you want more detailed information on this matter then please ask your CCH sales account manager, or contact CCH Customer Support. Contact details are provided below.

What do we use this personal information?

The customer personal information that we maintain is kept for the following purposes:

If you contact us with an inquiry about our services or, for example, to order a product or service, the information we request from you is necessary to enable us to respond to your query or process your order. Failure to provide the information sought may mean that we are unable to comply with your request.

Third parties and your personal information

In some circumstances, it may be necessary for CCH Asia to provide a third party with personal information obtained about you, or allow a third party to access that information. Circumstances in which this may occur include where:

Also, CCH Asia, in conjunction with 3rd parties, handles the mailing of any products or product updates. The outsourcing of this activity involves the disclosure of your name and address to 3rd parties, and which product or service you have acquired. We have taken all steps to ensure that 3rd parties deal with personal information according to the same standards we subscribe to.

Right of access

You have a right to make a request:

This is known as an “access request”. In some circumstances, CCH may be entitled to refuse your access request. This includes where you have not supplied sufficient information to enable CCH to identify you, or the personal information you are requesting access to is being used for the purpose of prevention of unlawful or seriously improper conduct where granting access to the data would prejudice that purpose.

If you wish to request access to personal information CCH holds in relation to you, please write to us (contact details are provided below). In order to enable us to respond to your request, we will need to verify your identity. To this end, please include in your letter the following information:

CCH will endeavour to respond to your access request no later than 40 days after receiving the request. However, if CCH is unable to comply with the request within this period, or if it has made a decision to refuse your request, it will inform you of its position prior to the expiration of the 40 day period.

On receipt of your request we may also provide you with additional information about the way our organisation manages the personal information it holds.

CCH is committed to adopting procedures which ensure that the information it holds is accurate, complete and up to date. To assist CCH in this process we request that you notify CCH Customer Support if you are aware that our records in relation to you are inaccurate or to inform us of any changes in the personal information CCH holds about you so as to enable us to update our records.

CCH complaints procedures

We value the privacy of the personal information relating to our customers and are committed to ensuring that personal information is handled in a manner that respects their privacy.

If you have a complaint in relation to CCH’s handling of personal information, please write to the Privacy Officer (contact details are provided below) and include in your letter the following information:

On receipt of your letter, CCH will endeavour to:

CCH contact details

If you have any questions or complaints concerning this privacy policy or the information collection practices of CCH, you can contact the CCH Customer Services Officers by:

If you are located in Singapore,

Mail: 11 Keppel Road #11-01 RCL Centre Singapore 089057
Email: support@cch.com.sg
Telephone: (65) 6323 3313
Facsimile: (65) 6224 2555

Mail: Suite 9.3, 9th Floor Menara Weld 76 Jalan Raja Chulan 50200 Kuala Lumpur Malaysia
Email: support@cch.com.my
Telephone: (03) 2026 2003
Facsimile: (03) 2026 7003

Mail: Room 1608 16/F Harcourt House 39 Gloucester Road Wanchai Hong Kong
Email: support@cch.com.hk
Telephone: (852) 2526 7614
Facsimile: (852) 2521 7874

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.

By using this site, you signify your assent to these terms of use. If you do not agree to these terms of use please do not use the site. We reserve the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms periodically for changes. Your continued use of this site following the posting of changes to these terms (including the CCH Asia Pte Limited’s Privacy Policy) will mean you accept those changes.

Copyright - Restrictions on use of Materials

This site is operated by CCH Asia Pte Limited and its affiliates, (collectively referred to as "CCH," "CCH Asia Pte Limited”, "we," "us," or "our" herein). No material from CCH Asia Pte Limited or any website owned, operated, licensed, or controlled by CCH Asia Pte Limited may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer for your personal use only, provided you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose is a violation of CCH Asia Pte Limited's copyright and other proprietary rights. For purposes of these terms, the use of any such material on any other website or networked computer environment is prohibited. All trademarks, service marks, and trade names are proprietary to CCH Asia Pte Limited.

In the event you download software from the site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by CCH Asia Pte Limited. CCH Asia Pte Limited does not transfer title to the Software to you. You own the medium on which the Software is recorded, but CCH Asia Pte Limited retains full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

The materials in this site are provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, CCH Asia Pte Limited disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. CCH Asia Pte Limited does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components. CCH Asia Pte Limited does not warrant or make any representations regarding the use or the results of the use of the materials in this site in terms of their correctness, accuracy, reliability, or otherwise. You (and not CCH Asia Pte Limited) assume the entire cost of all necessary servicing, repair, or correction. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

Limitation of Liability

Under no circumstances, including, but not limited to, negligence, shall CCH Asia Pte Limited be liable for any special or consequential damages that result from the use of, or the inability to use, the materials in this site, even if CCH Asia Pte Limited or a CCH Asia Pte Limited authorised representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event shall CCH Asia Pte Limited's total liability to you for all damages, losses, and causes of action whether in contract, tort (including, but not limited to, negligence), or otherwise exceed the amount paid by you, if any, for accessing this site.

Contracts (Rights of Third Parties) Act

The terms and conditions contained in this Terms of Service are not intended to confer rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act (Cap 53B) or otherwise, and no third party shall have any right to enforce any provision of these terms and conditions.

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