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These terms of use (together with the documents referred to in them) tell
you the terms on which you may make use of a Walker Morris LLP
(we/us/our) document room (Document Room),
whether you access a Document Room via our website –
www.walkermorris.co.uk –
(our Website), via an external link, via a web address
provided by us, through Reach or otherwise (Document Room Terms of Use).
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These Document Room Terms of Use apply to your use of any Document Room that
is operated by Walker Morris LLP and to which you are granted access by us,
including without limitation, the Reach know-how database and related
document rooms and any Referrer document rooms (each of which shall
constitute a 'Document Room' for the purposes of interpreting these
Document Room Terms of Use).
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These terms are supplemental to, and should be read in conjunction with, the general
Website Terms of Use and
Privacy and Cookies Notice
governing the use of our website. Please read these terms, together with our
Terms of Business which forms part of our Terms of Engagement with you, our
Website Terms of Use and
Privacy and Cookies Notice,
carefully, before you access and use the Document Room. By using the Document
Room you are accepting, and agree to be bound by, the Document Room Terms of Use, our
Website Terms of Use and
Privacy and Cookies Notice.
If you do not agree to these Document Room Terms of Use, our
Website Terms of Use and our
Privacy and Cookies Notice,
you must not use the Document Room.
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| 1.1 |
Document Rooms are made available to you by us to allow you to store
and/or access certain information, documents and materials via the internet.
Each Document Room offers different functionality and access to specific
information, documents and materials. For example, the Document Room(s)
to which you have access may contain any or all of the following (without
limitation): (a) information, documents, and materials, including (without
limitation) financial information and information about Walker Morris LLP personnel,
relating to transactions and matters on which you have instructed us and the
progress of those transactions and, in respect of transactions and matters
that you may wish to become involved with; and/or (b) information, documents
and materials, including (without limitation) newsletters, articles, briefing
notes and bulletins containing know-how (Information).
In consideration of us allowing you to use the Document Room you agree to be
bound by these Document Room Terms of Use.
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| 1.2 |
The Document Room Terms of Use apply to each and every occasion on which
a Document Room is accessed by you.
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| 1.3 |
You are authorised to use the Document Room for the sole purpose of storing
or accessing Information, subject to paragraph 4.2 below.
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| 1.4 |
In any dispute as to whether you have accessed the Document Room, viewed,
uploaded or performed any other action or function within the Document Room,
the logs maintained by or on our behalf as to such access, action or
function shall (in the absence of manifest error) be deemed conclusive
evidence of such access, action or function.
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| 1.5 |
Please note that we may change the Document Room Terms of Use at any time,
and such changes will become effective immediately upon posting the
modified Document Room Terms of Use on the Document Room.
Accordingly you are responsible for checking these terms of use regularly
to take note of any changes we have made, as they are binding on you.
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4.1.1 |
take all reasonable steps to ensure that none of the Information is
visible to, or capable of being overlooked by, other persons;
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4.1.2 |
not leave computers or other communications devices - through which
the service is accessed - unattended whilst connected to the
Document Room;
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4.1.3 |
ensure that the browser is closed when you have finished using the
Document Room;
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4.1.4 |
not seek to vary the sequence or order of any Information contained
in the Document Room;
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4.1.5 |
not deface, mark, alter, modify, vary, damage or destroy in any way
any Information contained in the Document Room.
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| 4.2 |
Access to individual workspaces, folders, sub-folders, documents or
Information within the Document Room may be restricted so that different
users can only access certain parts of the Document Room. You should
only have access to and visibility of the workspaces, folders,
sub-folders, documents or Information to which you have been granted
access. If, as a result of your use of the Document Room, you should
gain access to areas of the Document Room to which you know or suspect
you should not have access, or read a document or information that you
know or suspect you should not have access to, then you must immediately
exit such area, or close such document and erase it and all copies of
it from your computer or network, as applicable. In addition, you shall
immediately alert us to the situation, by sending an email to
sarah.eastwood@walkermorris.co.uk
or by telephoning Sarah Eastwood on +44 (0)113 283 2500. You shall not
divulge the fact of the disclosure nor the information gained from it to
any other person or organisation or to any of your employees, agents or
advisers and you shall not use information gained for any purpose.
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| 4.3 |
You should note that some documents contained in the Document Room may
be in Adobe Acrobat format. As a result, you may be prompted to install
Adobe Acrobat Reader (a freely available, third party plug-in) if your
browser does not already have it.
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| 4.4 |
You will not attempt to disable or circumvent any of the security features
of the Document Room, and you will not access the Document Room using any
authorisation other than that specifically provided to you.
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| 4.5 |
Our general Website Terms of Use,
which you are bound by, sets out a non-exhaustive list of what constitutes
acceptable and unacceptable use of our website, which includes any Document
Room accessed and used by you. Please refer to the
Website Terms of Use
for further information.
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| 4.6 |
We may, at any time and in our sole discretion, without notice and
without incurring liability to you or any other person (including for
the avoidance of doubt any liability to pay costs, expenses or other
charges howsoever caused or arising), deny, restrict or discontinue
access to a Document Room to you or any other person. Notwithstanding
the generality of the foregoing, your right to use the Document Room
will terminate immediately if you commit a breach of these Document
Room Terms of Use or the
Website Terms of Use.
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| 4.7 |
We may collect personal data about you through your use of the
Document Room, including the details you provide when you
register for the Document Room. We may use the personal
data provided by you for the purpose of providing you with
continued access to the Document Room. We may also process personal
data contained in any of the documents you upload to the Document Room.
In accordance with clause 18 of our Terms of Business, we are a
controller in respect of any personal data which is processed as part
of our engagement, including personal data provided by you which is
contained in documents uploaded to the Document Room, whether it
relates to you or to other individuals. We will only process your
personal data in accordance with our
Privacy and Cookies Notice.
Our Document Rooms use cookies to remember your username, password and
cookie preferences so as to provide you with a good experience whilst
using our Document Rooms. By continuing to use our Document Rooms you
agree to our use of cookies. To find out more about the cookies we use
and how to manage and disable them, please read our
Privacy and Cookies Notice.
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| 5.1 |
Providing access to the Information through the Document Room does not
constitute the provision by us, to any person, of any advice, legal or
otherwise, on which reliance should be placed, or an opinion as to the
suitability of the Information for any purpose. Providing access to the
Information through the Document Room does not create or imply a solicitor/client
relationship between you and Walker Morris LLP. We therefore disclaim,
to the maximum extent permitted by law, all liability and responsibility
arising from any reliance placed on the Information by you for any purpose,
or by any other person who may be informed of any of its contents, unless
we expressly state otherwise in writing in the course of advising you under
a formal client engagement between you and us. If we enter into a formal
client engagement with you, the terms of our appointment will be set out
in our engagement letter and accompanying terms of business.
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| 5.2 |
We may make third party information, documents and materials available
to you via the Document Room. We are not responsible for the content of
any Information contained in the Document Room that is provided to us by
a third party (for example, without limitation, search results, reports
or financial information) or for the content of any third party website
that can be accessed via the Document Room, and we make no representation
or warranty, express or implied, as to the adequacy, accuracy, reliability
or completeness of the Information provided by a third party or as to the
reasonableness of any assumptions on which any of it is based. You agree
that we do not have any liability to you resulting from your use of any
third party Information.
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| 5.3 |
We make no assurance that the Information contained in the Document Room
is accurate, comprehensive and up-to-date. In making the Information
available in the Document Room, we are under no obligation to provide any
additional information, documents or materials or to update or correct
any inaccuracies which may become apparent in any of the Information.
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| 5.4 |
Further Information may be added to the Document Room and existing Information may be updated at any time. It is your responsibility to check the Document Room for any updated Information. |
| 5.5 |
We will not be liable if for any reason the Document Room is unavailable
at any time for any period or if we decide to close down the Document Room
in its entirety.
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| 5.6 |
Without prejudice to the foregoing, the extent of our liability
to you is set out in our general
Website Terms of Use.
Please read these terms carefully.
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| 5.7 |
If any provision of these Document Room Terms of Use (or part of any
provision) is found by any court or other authority of competent
jurisdiction to be invalid, illegal or unenforceable, that provision
or part-provision shall, to the extent required, be deemed not to form
part of these Document Room Terms of Use and the validity and
enforceability of the other provisions of these Document Room Terms
of Use shall not be affected.
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