Terms & Conditions

PLEASE READ CAREFULLY BEFORE USING THE TOOL

The Tool (as defined below) requires a compatible device, including a smartphone or tablet (“Device”), with a minimum of 24MB memory, internet access and, if applicable, a compatible iOS or Android operating system. Your organisation will also need to have an active Microsoft tenant to enable your access.

These are the terms and conditions of your end-user licence agreement (“Agreement”) for the Eversheds Sutherland Sanctions Tool application software (the “Tool”).  This 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”), each a “party”.

We licence use of the Tool to you on the basis of this Agreement.  The Tool is intended for business use by clients or prospective clients of Eversheds Sutherland (International) LLP and other business users – it is not intended for use by consumers.

HOW THE CONTRACT IS FORMED BETWEEN US

(A) By clicking on the ‘Accept’ button, or by using the Tool, you agree to the terms of this Agreement which will bind you. 

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

(C) If you do not agree to the terms of this Agreement, we will not license the Tool to you.

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

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

1. ACKNOWLEDGEMENTS

1.1 This Agreement applies to the Tool and any of the services accessible through the Tool (“Tool Functions”), including any updates or supplements to the Tool or any Tool Function, 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 Tool may be issued.  You may not be able to use the Tool Functions until you have 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 stream any data in connection with it.  You, and they, may be charged by your, and their, service provider for internet access on the Device.  You accept responsibility in accordance with the terms of this Agreement for the use of the Tool or any Tool Function on, or in relation to, any Device, whether or not it is owned by you.

1.4 You may only access and use the Tool if you are an employee of, and authorised by, your current employer who procured the provision of your access credentials to the Tool (“Employer”) to access and use the same.

1.5 The right to use and access the Tool is personal to, and for the benefit of, you only.  You will not permit or allow, directly or indirectly, any other person to use or gain access to the Tool.  You have been provided with your own, unique access credentials that are personal to you.  You will keep your access credentials secret and not share them with anyone, nor allow any other person to use or gain access to the Tool using them.  You will immediately notify us of any suspected unauthorised use of access credentials or unauthorised use of the Tool.

1.6 If you leave your employment with your Employer or otherwise cease to be authorised by the Employer to use the Tool, you shall immediately cease using your access credentials.

1.7 We supply information about sanctions, our services, a lawyer directory, and legal updates, and information through the Tool 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 Tool.  Although we make reasonable efforts to update the information provided by the Tool, we make no representation, warranty, undertaking or guarantee, whether express or implied, that the Tool or any content on it is accurate, complete, up to date, or free from errors or omissions.  You should always contact a suitably qualified lawyer on any specific legal matter.

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

1.9 We use technology to collect information about the use of the Tool.  In order to collect such information, the Tool 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 .

1.10 By using the Tool or any Tool Function, you acknowledge that:

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

1.10.2 internet transmissions are never completely private or secure; and

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

1.11 Use of the Tool or communication by you through the Tool does not establish a lawyer-client relationship.  Any communication sent through the Tool 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. 

1.12 As an international law practice, in order to provide the Tool and other services we may need to transfer your information to locations outside the jurisdiction in which you are viewing/using the Tool.  This may include transferring your information to jurisdictions outside of the UK or 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 Agreement, we grant you a non-transferable, non-exclusive licence to use the Tool (including any supplementary software code or updates to the Tool) on your Devices and its related user guide(s) and operating instructions (“Documentation”), subject to this Agreement.  We reserve all other rights.

2.2 You may view, use and display the Tool on the Device for your internal business purposes only.

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

2.4 We do not guarantee that the Tool will be compatible with all, or any, hardware and software which you may use.  We do not guarantee that access to the Tool, or the content on it, will be available all the time, or at any specific time, or uninterrupted.  We reserve the right to withdraw or modify the Tool or the content on it, at any time.

3. LICENCE RESTRICTIONS

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

3.1 not to copy the Tool or Documentation except where such copying is incidental to normal use of the Tool 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 Tool or Documentation;

3.3 not to alter or modify the whole or any part of the Tool or Documentation, or permit the Tool 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 Tool 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 Tool 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 Tool 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 Tool;

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

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

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

together the “Licence Restrictions”. 

4. ACCEPTABLE USE RESTRICTIONS

You must not:

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

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

4.3 use the Tool nor any Tool Function 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 Tool, any Tool Function 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 Tool Function or our systems, or attempt to decipher any transmissions to, or from, the servers running any Tool Function, 

together the “Acceptable Use Restrictions”.

5. CONTENT STANDARDS

5.1 If you upload or input content to the Tool you must comply with the content standards set out in this Condition ‎5 in respect of that content.  You warrant to us that you own any content which you upload or input to the Tool, or, if you are not the owner, that you have the right to upload or input it.

5.2 Any content that you upload or input to the Tool must comply with all applicable laws and be accurate.  You must not upload or input to the Tool any content which: (i) is defamatory, obscene, offensive, indecent, malicious, hateful or inflammatory; (ii) is pornographic or sexually explicit; (iii) exploits minors; (iv) promotes violence or terrorism; (v) is discriminatory based on race, sex, religion, nationality, disability, gender, sexual orientation or age; (vi) is fraudulent or likely to deceive any person; (vii) infringes the intellectual property rights of any other person; (viii) is threatening or abusive, or invades another person’s privacy or causes annoyance, inconvenience or needless anxiety or risks their health and safety; (ix) is likely to harass, upset, embarrass, alarm or annoy any other person; or (x) promotes or constitutes illegal or unlawful activity.

6. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that:

6.1 the Tool, all the materials contained in it (including, without limitation, the design, layout, look, appearance, graphics and documents on the Tool, 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;

6.2 rights in the Tool and Documentation are licensed (not sold) to you;

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

6.4 you have no right to have access to the Tool in source-code form; and

6.5 by uploading or inputting content to the Tool, you grant us and our licensors a royalty free licence to use and store your content to provide you with the services and to improve the functionality of the Tool.

7. LIMITATION OF LIABILITY

7.1 You acknowledge that the Tool 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 Tool, and the contents of the Documentation meet your requirements.  The content in the Tool 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.

7.2 We make no warranty, representation, undertaking or guarantee that the Tool is secure or free from bugs or viruses.  You are responsible for ensuring that your Device has suitable anti-virus software in place.

7.3 Unless Condition ‎7.6 applies:

7.3.1 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 Agreement, including, without limitation, where the damage, loss, cost or expense:

7.3.1.1 results from our negligence or our breach of this Agreement; or 

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

7.3.2 we make no representation or warranty, 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 Tool or Tool Functions;

7.3.3 as this Agreement governs your access to, and use of, the Tool, all warranties, conditions and other terms relating to the Tool or its content which would otherwise be implied by law (whether by statute, common law or otherwise) are excluded; 

7.3.4 we shall not be liable for any loss, damage, cost or expense you suffer as a result of any failure, or delay, by us in providing the Tool or Tool Functions where such failure or delay arises out of any event outside of our reasonable control.  Such events shall include, without limitation, 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;

7.3.5 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;

7.3.6 we are only liable to you for losses which you suffer as a result of a breach of this 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 Agreement, for example if you and we could not have contemplated those losses before, or when, you access the Tool, Tool Functions or Documentation;

7.3.7 we have no liability to you for any loss of data, loss of profit, 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; 

7.3.8 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 Tool and Documentation may be subject to limitation, delays and other problems inherent in the use of such facilities; and

7.3.9 the Tool 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 Tool will be uninterrupted or error-free or that the Tool, Documentation or information obtained through the Tool will meet your requirements.

7.4 If we are liable to you and another person is also liable to you in respect of the same loss or damage, or if you have been contributorily negligent, then any compensation payable by us will be reduced in proportion to our contribution to that loss or damage.

7.5 Subject to Condition ‎7.6, our maximum aggregate liability for any claims arising in relation to this Agreement, including in relation to the Tool, whether in respect of our negligence or breach of contract (including any omission) or in any other way, will be limited to £50,000.

7.6 Nothing in this Agreement shall limit or exclude our liability to you for:

7.6.1 death or personal injury resulting from our negligence;

7.6.2 fraud or fraudulent misrepresentation; and

7.6.3 any other matter for which we are not permitted by law to exclude or limit our liability.

8. TERMINATION

8.1 We may terminate this Agreement and your licence to access and use the Tool and Documentation immediately by written notice to you if:

8.1.1 you commit a material breach of this Agreement;

8.1.2 you breach any of the Licence Restrictions or the Acceptable Use Restrictions; or

8.1.3 at any time, you:

8.1.3.1 give us false or misleading information in relation to your use of the Tool or otherwise; or

8.1.3.2 attempt to defraud us or act dishonestly towards us.

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

8.3 On termination for any reason:

8.3.1 all rights granted to you under this Agreement shall cease;

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

8.3.3 you must immediately destroy all copies of the Tool and Documentation then in your possession, custody or control and certify to us that you have done so.

9. COMMUNICATION BETWEEN US

9.1 Contacting us (including with complaints) 

If you think the Tool, Tool Functions or Documentation are faulty or misdescribed please contact: SanctionsTool@eversheds-sutherland.com .

If you wish to contact us for any other reason (including with complaints) please call the Director of Governance and Compliance on +44 20 7919 4500.  You can also write to the Director of Governance and Compliance at Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS.

9.2 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 Tool, or your Tool registration or Tool subscription.

10. OTHER IMPORTANT TERMS

10.1 The Tool may contain links to other independent websites which are not provided by us.  Such independent websites 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 websites, 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.

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

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

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

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

10.6 Each of the conditions of this 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. 

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

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

10.9 Subject to Condition ‎10.10, the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of, or in connection with, this Agreement (including in relation to any non-contractual obligations).

10.10 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.

10.11 Subject to Condition ‎10.10, 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.

11. CHANGES TO THIS AGREEMENT

11.1 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 Tool.

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

12. UPDATES TO THE TOOL

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

12.2 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 Tool or some, or all, of the Tool Functions may not work properly.

By continuing to use this site you agree with these Terms and Conditions.