Two Wolters Kluwer SaaS contracts publish licence-relevant rules on the group’s content hub: the Legisway Service Terms and Conditions, which govern legal and corporate-governance software, and the CCH Company Secretarial Service Terms and Conditions, which govern a UK company secretarial service. They use different metrics and different suppliers, but share a pattern of per-term fees fixed by the order and restrictions on third-party use.
Legisway
Contract and licence
The Legisway terms are made between CCH Incorporated, “a Wolters Kluwer company”, and the subscribing customer, together with an Order Document. The effective date is the earlier of the subscription start on the Order Document and the date the customer first accesses the product.[1] The licence is a non-exclusive, non-transferable limited licence to let Users access the product for internal business purposes “(including for the benefit of Customer’s Affiliates)”, “subject to the maximum number of Users (including by User type) set forth on the Order Document”. Its term is set by the Order Document. See Legisway licence is limited by Users by User type on the Order Document and Legisway Users may serve the customer’s Affiliates.
Users by User type
“User” means a customer user of the Legisway service with varying types of functional access. The categories “may include, by example, administrative Users, managers Users, readers users, editor Users, and Viewer users, as established by CCH based on the specific Legisway Service.”[1] The Order Document therefore sets a cap per category, not only a total, and assigning a person to a higher-capability category than ordered would exceed that category’s cap. The earlier Legisway Essentials terms, effective 2021-11-10, use the same grant limited by “the maximum number of Users” without the by-type wording.[2] See Users by User type (Legisway).
Access is limited to employees and independent contractors of the customer or its Affiliates, and contractors only to the extent needed to provide services to them. The customer must ensure Users comply, is responsible for password security, and a breach by any User is a breach by the customer.[1]
Restrictions
Unless authorised, the customer must not permit any third party to access or use the product, reverse engineer it, use it or Wolters Kluwer confidential information to develop a competing product, or “provide, lease, lend, use for timesharing or service bureau purposes or otherwise use or allow others to use the Product for the benefit of any third party”.[1] A law department that uses Legisway to serve outside clients, or a shared-services centre serving non-affiliated entities, should check this clause against the Order Document.
APIs, support, term and fees
- Integrations. CCH may make APIs available; it may disable an integration it reasonably believes could interfere with, degrade or adversely affect the service, and the customer must promptly report unauthorised use of integrator keys.[1]
- Support. Support includes periodic releases, upgrades and updates generally available at no additional charge. CCH reserves the right to charge separately for new applications, databases or functionality not generally released without charge.
- Term. A subscription starts on the Effective Date and runs to the end of the term in the Order Document.
- Fees. The customer pays the fees in the Order Document according to the invoice. Late charges equal the lesser of 1.5% per month of the overdue amount and the maximum permitted by law.[1] See Legisway overdue amounts carry a late charge of 1.5% a month.
- Suspension. CCH may suspend access or modify the service to prevent damage or degradation, to comply with law or a court order, among other reasons.
- Assignment. The customer may not assign the agreement without CCH’s prior written authorisation, which may not be unreasonably withheld, and an assignment “shall not increase the scope (including any material change in the size of Customer’s organization) of the license granted hereunder without payment of CCH’s then current fees for any increased scope.”[1] See Assignment cannot enlarge the licence scope without fees.
The last point matters in a corporate transaction: after an acquisition or reorganisation, the organisation-size language lets Wolters Kluwer ask for fees reflecting a larger user population.
CCH Company Secretarial
Contract and users
The CCH Company Secretarial terms bind the customer by accepting the agreement (by clicking OK or signing an Order Form); each executed Order Form is a separate contract. The customer may use the service during the Subscription Term provided it has paid the fees in full, and the fees are non-refundable.[3] Access extends to the customer’s employees and officers and to service providers (including professional advisers) to the extent they reasonably need access when performing services for the customer. Each such person is an “Authorised User” with an individual password issued only by the customer, and the customer is liable for their acts and omissions.
Subscription bands
“Unless specifically otherwise agreed with the Customer in writing, the Subscription is sold in bands specifying the maximum number of company records that the Customer may process through the CCH Company Secretarial Service. The number of Authorised Users that the Customer may set up for each Subscription is not restricted.”[3] The metric is therefore a company record band, not a user count. The customer must ensure that the number of company records processed does not exceed the band, “and the Supplier may at any time audit the number of companies being processed”. See Company Secretarial is sold in bands and Authorised Users are not limited and Company Secretarial subscription is capped by company records and may be audited.
Additional subscriptions bought during the term start on the new Order Form date and end on the next renewal date of the existing subscriptions, with fees pro rated, so that all bands renew together.
Third-party use
The customer must not, unless authorised in writing in advance, “rent, lease transfer, assign, distribute, display, disclose, provide subscription services or otherwise commercially exploit, or make the Services and/or Documentation available to any third party except the Authorised Users”.[3] A company secretarial firm that serves client companies should read how the term “company records” and “service providers” apply to its own structure.
Term, renewal and price
After the Initial Subscription Term the agreement “shall be automatically renewed for successive periods of 12 months” unless a party gives written notice at least 90 days before the end of the term. At the start of each Renewal Period, with at least 30 days notice, the supplier may increase Fees by no more than the greater of 5% of the Fees and the increase in the retail price index over the previous 12 months. In addition, it may increase Fees at any time on 30 days notice to reflect cost increases from changes in law or regulatory codes or similar causes. Fees are payable in pounds sterling, are non-cancellable and non-refundable and exclude VAT.[3] See Company Secretarial renews for 12 months unless 90 days notice is given and Company Secretarial Fees may rise by the greater of 5% or RPI at each renewal.
Storage
Database storage for electronic documents and images “is not limited but is subject to a reasonable use policy”. The supplier monitors use and, if the amount is deemed out of proportion to average use across customers in the same band or otherwise excessive, may require reasonable additional fees after informing the customer and allowing 15 days to reduce storage.[3] See Company Secretarial storage is unlimited subject to a reasonable use policy.
Additional services
Additional Services such as training and implementation are bought by Order Form and charged on a time and materials basis at prevailing rates. Late rescheduling can lead the supplier to charge up to 100% of the agreed fees, and after a third reschedule notice the dates become final and the fees fall due.[3]
Comparison
| Feature | Legisway | CCH Company Secretarial |
|---|---|---|
| Supplier | CCH Incorporated | UK Wolters Kluwer supplier named on the Order Form |
| Metric | Users, by User type | Company records, by band |
| Authorised Users | Capped by type | Not restricted |
| Audit right stated | Not in the sections reviewed | Yes, number of companies processed |
| Renewal | Per Order Document | 12 months, 90 days notice |
| Fee increase | Not stated in the terms | Greater of 5% or RPI at renewal |
| Affiliates | May benefit; access by Affiliate staff | Not addressed in the sections reviewed |
Out of scope
This article does not cover the Legisway data-processing agreements, the Legisway Enterprise schedules, governing-law clauses of either contract, or pricing.