1.1. “Agreement” means these Terms and Conditions together with the applicable Order. 

1.2. “AI System” means any or a combination of a system, computer program, or tool that uses in whole or in part artificial intelligence, including but not limited to generative artificial intelligence, agentic artificial intelligence, machine learning, large or small language model, or any other automated processing, whether or not human input or supervision is included in such a process. 

1.3. “Customer” means you as the purchaser and/or user of the Content.

1.4. “Content” means all works, texts, data, visual materials, information or other materials published, communicated or made available by Wolters Kluwer as a printed copy or as an electronic copy, on any support device, or accessible remotely via the internet. 

1.5. “e-Publication” means a Content in electronic format that is available for purchase in its entirety. 

1.6. “IP Rights” means any and all rights in and with respect to inventions, patents, copyrights, database right, designs, know-how, trade secrets, moral rights, contract or licensing rights, confidential and/or proprietary information, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual property, in any case whether arising by registration or operation of law (and in the case of registered rights including all rights to apply and applications, extensions and renewals), wherever in the world arising, whenever arising and including all present and (where capable of present ownership) future rights.

1.7. “Order” means a purchase order, an order form or an online subscription, as the case may be, which shall incorporate these Terms and Conditions by reference or by inclusion.  

1.8. “Wolters Kluwer” or “we/us” means the legal entity of the Wolters Kluwer N.V. group listed in section 9 as the relevant seller of record.  

2.1. By purchasing any Content sold by Wolters Kluwer you acknowledge and agree that All IP Rights in, or relating to, such Content and without limitation all translations, adaptations, deliverables, training materials, developments, improvements, expansions, updates, versions, modifications, revisions, configurations and adaptations, Wolters Kluwer methods and know-how, whether or not developed by or for you, are exclusively vested in, and shall remain the sole and exclusive property of, Wolters Kluwer and/or its licensors, unless expressly agreed otherwise in writing. 

2.2. All rights not expressly granted to you under these terms are reserved by Wolters Kluwer and its licensors.

2.3. Except for the limited licence granted below, no rights in the Content are transferred to you. 

2.4. You are not permitted to remove, alter or bypass any digital rights management protections or IP Rights designations in the Content. 

3.1. Subject to satisfactory payment and compliance with these Terms and Conditions, Wolters Kluwer grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and/or download the Content, and to use the Content solely for your internal business purposes or personal use, as applicable. Any additional limitations to your licence may be specified in the Order or product description prior to your purchase.

3.2. Solely for your internal business purposes or personal use, you may: 

a) view, read and search the Content; 

b) copy, store or print a limited and insubstantial part of the Content;  

c) share a limited and insubstantial part of the Content with your own clients;

d) store a copy of an e-Publication in one or more devices as specified in an Order.  

3.3. Any use of the Content which cumulatively goes beyond what is allowed under s.3.2, is a prohibited use for the purposes of s.4 of these Terms and Conditions. 

3.4. Where the purchaser is a corporation: 

a) access may be extended to its employees and contractors acting within their professional duties, within the limits of the granted licence; 

b) the licence is granted to that entity, which is responsible for ensuring compliance with these terms by all its authorised users. Any breach by an authorised user shall be deemed a breach by the purchasing entity.

4.1. You have no other rights in the Content except those expressly granted to you in these Terms and Conditions.  

4.2. You must not, without prior written consent from Wolters Kluwer:

a) copy, reproduce or print more than a limited and insubstantial part of the Content;

b) share more than a limited and insubstantial part of the Content with your own clients;

c) with the exception of e-Publications sold in their entirety, store more than a limited and insubstantial part of the Content;

d) distribute, publish or commercially exploit the Content;

e) create derivative works or adaptations;

f) upload, input, transmit or otherwise make the Content (in whole or in part) available to any AI System or any other automated data extraction or training tool;

g) use the Content to train, fine-tune or improve any AI system, generate outputs based on the Content, or create datasets or embeddings derived from the Content;

h) permit any third party to perform any of the foregoing actions on your behalf.

5.1. Wolters Kluwer expressly reserves all rights in the Content for the purposes of text and data mining and artificial intelligence training.  

5.2. This provision shall be construed as a reservation of rights pursuant to Article 4(3) of Directive (EU) 2019/790 on copyright and related rights in the Digital Single Market and any national implementing laws, where applicable.

6.1. All Content is provided 'AS IS' without warranty of any kind, express or implied. Wolters Kluwer disclaims and excludes all other representations and warranties of title, non-infringement, merchantability or fitness for a particular purpose, regardless of the course of business or performance, custom or usage of trade. You bear the full risk with regard to the quality of the Content. Wolters Kluwer does not warrant that the Content or any part thereof will be error-free, that they will always be accessible or available, or that all defects will be corrected. Wolters Kluwer has the right at all times to change and adapt its Content, as well as to expand or reduce the range of Content made available.

6.2. Wolters Kluwer is not authorized to provide any professional advice including but not limited to tax, accounting, legal, compliance or investment advice (“Professional Advice”). To the extent that Wolters Kluwer Content can serve as a tool that can assist with Professional Advice, you are solely responsible for determining whether any current or future use of the Content contributes to the achievement of such purpose and in no event shall any Content by Wolters Kluwer be construed as a recommendation, endorsement, diagnosis, guarantee or substitute of professional judgment. You are solely responsible for the use of, and acts or omissions based on the Content and all liability in connection therewith.

6.3. The Customer warrants that it will not use the Content:

a) in such a way as to infringe the rights of Wolters Kluwer or third parties and/or in any otherwise unlawful manner, including IP rights and rights to privacy;

b) In violation of any applicable law or regulation; and/or;

c) in breach of any provision of the Agreement.

6.4. The Customer indemnifies Wolters Kluwer against all claims, damages and costs of third parties arising out of and/or in connection with and/or resulting from a breach of the aforementioned warranty by the Customer.

7.1. This licence will terminate automatically if you breach any of these Terms and Conditions. Upon termination, you must immediately cease use of the Content and delete or destroy all copies in your possession or control.

8.1. Notwithstanding anything contained in these Terms and Conditions, neither Wolters Kluwer nor any of its affiliates, distributors, agents, subcontractors, licensors or suppliers will have any liability whatsoever for any indirect, incidental, special, consequential, exemplary, punitive or special loss or damage, including without limitation damages for any business interruption, loss of sales, loss of profits, loss of business, loss of business opportunities, loss of goodwill, loss of data, or for the inability to use the Content, even if such parties have been advised of the possibility of such damages, fines, costs, expenses and other liabilities, and/or the same are reasonably foreseeable. 

8.2. The total liability of Wolters Kluwer and its affiliates, distributors, agents, subcontractors, licensors and suppliers, arising out of or in relation to this agreement, the services or any other cause whatsoever, shall not exceed, in the aggregate the total fees paid by Customer to Wolters Kluwer for the affected Content in the twelve-month period preceding the date on which the first claim or cause of action arose. 

9.1. These terms apply to Customers in Australia, New Zealand, Singapore and Malaysia, consistently with laws in those jurisdictions, as follows:

Country	Wolters Kluwer Legal Entity	Governing Law and Competent Courts
Australia	CCH Australia Limited	Laws of Australia, courts of New South Wales
Malaysia	Wolters Kluwer Malaysia Sdn Bhd	Laws of Malaysia
New Zealand	CCH New Zealand Limited	Laws and courts of New Zealand
Singapore	Wolters Kluwer Pte Ltd Singapore	Laws of Singapore

9.2. Nothing in these terms limits Wolters Kluwer’s rights or remedies under applicable law.

10.1. Wolters Kluwer may modify these Terms and Conditions at any time by providing notice to Customer or by posting a new version of these terms online in the relevant Wolters Kluwer pages for the Content purchased. Customer is responsible for reviewing and becoming familiar with any such modifications. Modified terms become effective immediately upon such posting or notice.