Terms & Conditions

Last updated: 25 September 2017

Terms & Conditions for TowerXchange Website Services

Please read these Terms and Conditions carefully before using this site.

WHAT’S IN THESE TERMS?

These Terms tell you the rules for accessing our website www.towerxchange.com (OurWebsite) and using our Services (as defined below).

1. INTERPRETATION

1.1 THE DEFINITIONS AND RULES OF INTERPRETATION IN THIS CLAUSE APPLY TO THESE TERMS;

Authorised Users: those of your members of staff holding a valid User Subscription who are authorised by us to use the Subscription Services in accordance with these TermsEach UserSubscription will only have one Authorised User;

Billing Date: the billing date for any paid-for Service we provide to you (which for our Subscription Services could be the end or the beginning of each month, each quarter or each year depending on the payment terms of the Service we agree to provide to you).

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Content: means all material, data, articles, information and products we make available on our Website to Visitors, Registered Users or Authorised Users but excluding any Posted Material;

Customer, you, your: means any person using our Services under these Terms;

Initial Subscription Term: the initial term for any Subscription Service we provide to you under these Terms;

Posted Material: means the information and/or materials posted on our Website by you or byany third party;

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day;

Renewal Period: the period described in clause 8.6;

Services: any services or Content provided by us to you under these Terms through our Website or by other means, as more particularly described on our Website including but not limited to: (a) the supply of on-line or electronic information, publications and data products; (b) the supply of hard-copy publications and other materials; and (c) other services relating to our Website (including, without limitation, any interactive areas);

Software: the online software applications provided by us as part of the Services;

Subscription Fees: the subscription fees payable by you to us for any Subscription Service we provide to you as specified in your Order or as otherwise confirmed by us to you in writing;

Subscription Services: the part of our Services that are only accessible to the Authorised Users subscribed to such services;

Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods for any Subscription Service;

Visitor: a user who accesses our Website without being a Registered User or an Authorised User;

TowerXchangewe, us, our: means Site Seven Media Ltd trading as TowerXchange;

User: any of your members of staff, or any user accessing our Website or using our Services on your behalf or on your instructions or authorised by you to access our Website or use our Services;

User Subscriptions: the user subscriptions purchased under these Terms which entitle Authorised Users to access and use the Subscription Services in accordance with these Terms; and

Virus: anything or  device/(s) (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2. WHO WE ARE AND HOW TO CONTACT US

2.1 WWW.TOWERXCHANGE.COM IS A WEBSITE OPERATED BY US. WE ARE REGISTERED IN ENGLAND AND WALES UNDER COMPANY NUMBER 8293930 AND HAVE OUR REGISTERED OFFICE AT LONESTAR, THE CHASE, RINGWOOD, HAMPSHIRE, BH24 2AN. OUR VAT NUMBER IS 157 0348 14.

2.2 WE ARE A LIMITED COMPANY.

2.3 TO CONTACT US, PLEASE EMAIL [email protected].

3. OUR TERMS

3.1 BY ACCESSING OUR WEBSITE OR USING OUR SERVICES AS A VISITOR, AREGISTERED USER OR A SUBSCRIBER YOU CONFIRM THAT YOU ACCEPT THESE TERMS OF USE (OUR “TERMS”) AND THAT YOU AGREE TO COMPLY WITH THEM.

3.2 THE SERVICES WE OFFER UNDER THESE TERMS ARE DESIGNED FOR BUSINESS CUSTOMERS ONLY. BY USING OUR SERVICES, YOU HAVE CONFIRMED TO US THAT YOU ARE A TRADING BUSINESSES. THE CONSUMER CONTRACTS (INFORMATION, CANCELLATION AND ADDITIONAL CHARGES) REGULATIONS 2013 AND THE CONSUMERS RIGHTS ACT 2015 DO NOT APPLY TO THESE TERMS.

3.3 TO THE EXTENT ANY INDIVIDUAL ACCESSES OUR WEBSITE OR USES A SERVICE ON BEHALF OF A LEGAL PERSON (E.G. A COMPANY) WHICH IS A CUSTOMER, SUCH INDIVIDUAL WARRANTS THAT HE OR SHE HAS AUTHORITY TO AGREE TO THESE TERMS, TO ACCESS OUR WEBSITE ANDTO ORDER AND USE OUR SERVICES ON BEHALF OF THE RELEVANT LEGAL ENTITY.

3.4 IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OUR WEBSITE OR USE OUR SERVICES.

3.5 WE RECOMMEND THAT YOU PRINT A COPY OF THESE TERMS FOR FUTURE REFERENCE.

3.6 PARTS OF OUR WEBSITE ARE MADE AVAILABLE FREE OF CHARGE TO ALL VISITORS. OTHER PARTS OF OUR WEBSITE AND SOME SERVICES ARE ONLY AVAILABLE TO REGISTERED USERS OR TO AUTHORISED USERS. IF YOU:

(A) ACCESS THE WEBSITE AS A VISITOR, YOU WILL ONLY BE ENTITLED TO ACCESS CERTAIN PARTS OF OUR WEBSITE AND OUR CONTENT;

(B) REGISTER WITH US AN OPEN AN ACCOUNT, YOU MAY ACCESS SOME CONTENT THROUGH OUR WEBSITE AS A REGISTERED USER, BUT YOU WILL NOT BE ENTITLED TO ACCESS THE SUBSCRIPTION SERVICES; AND

(C) ORDER ALL OR PART OF OUR SUBSCRIPTION SERVICES YOUR AUTHORISED USERS WILL BE ENTITLED TO ACCESS THE SUBSCRIPTION SERVICES.

3.7 THESE TERMS OF USE REFER TO THE FOLLOWING ADDITIONAL TERMS, WHICH ALSO APPLY TO YOUR USE OF OUR WEBSITE:

3.7.1 OUR PRIVACY POLICY  [TOWERXCHANGE PRIVACY POLICY], WHICH SETS OUT THE TERMS ON WHICH WE PROCESS ANY PERSONAL DATA WE COLLECT FROM YOU, OR THAT YOU PROVIDE TO US. BY USING OUR WEBSITE, YOU CONSENT TO SUCH PROCESSING AND YOU WARRANT THAT ALL DATA PROVIDED BY YOU IS ACCURATE.

3.7.2 OUR COOKIE POLICY [TOWERXCHANGE COOKIE POLICY], WHICH SETS OUT INFORMATION ABOUT THE COOKIES ON OUR WEBSITE.

3.8 IF WE PROVIDE YOU WITH OTHER PRODUCTS OR SERVICES NOT COVERED UNDER THESE TERMS, SUCH AS PASSES TO ATTEND OUR EVENTS, OR SPONSORSHIP OR EXHIBITION OPPORTUNITIES AT OUR EVENTS, THENYOU WILL NEED TO COMPLY WITH THE SPECIFIC TERMS THAT APPLY TO SUCH OTHER PRODUCTS OR SERVICES (THE “SPECIFIC TERMS“). UNLESS THE SPECIFIC TERMS STATE OTHERWISE, TO THE EXTENT THAT ANY OF THESE TERMS CONFLICT WITH ANY SUCH SPECIFIC TERMS, THE SPECIFIC TERMS SHALL PREVAIL.

3.9 WE AMEND THESE TERMS FROM TIME TO TIME. EVERY TIME YOU WISH TO USE OUR WEBSITE, PLEASE CHECK THESE TERMS TO ENSURE YOU UNDERSTAND THE TERMS THAT APPLY AT THAT TIME. 

3.10 WE MAY UPDATE AND CHANGE OUR WEBSITE FROM TIME TO TIME TO REFLECT CHANGES TO OUR PRODUCTS OR SERVICES, OUR USERS’ NEEDS AND OUR BUSINESS PRIORITIES. WE WILL TRY TO GIVE YOU REASONABLE NOTICE OF ANY MAJOR CHANGES.

4. AVAILABILITY OF OUR WEBSITE AND SERVICES

4.1 WE DO NOT GUARANTEE THAT OUR WEBSITE, OR ANY CONTENT ON IT, WILL ALWAYS BE AVAILABLE OR BE UNINTERRUPTED. WE MAY SUSPEND OR WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR WEBSITE FOR BUSINESS AND OPERATIONAL REASONS. WE WILL TRY TO GIVE YOU REASONABLE NOTICE OF ANY SUSPENSION OR WITHDRAWAL.

4.2 YOU ARE ALSO RESPONSIBLE FOR ENSURING THAT ALL PERSONS WHO ACCESS OUR WEBSITE THROUGH YOUR INTERNET CONNECTION ARE AWARE OF THESE TERMS AND OTHER APPLICABLE TERMS AND CONDITIONS, AND THAT THEY COMPLY WITH THEM.

4.3 THE PARTS OF OUR WEBSITE SHOWING PRODUCTS AND SERVICES FOR PURCHASE ARE INTENDED AS ADVERTISEMENTS ONLY AND SHALL NOT CONSTITUTE OFFERS TO SELL THOSE SERVICES, PRODUCTS OR SERVICES BY US OR OUR ADVERTISERS OR ANY OF OUR DIVISIONS. ALL ADVERTISED PRICES FOR SUCH PRODUCTS OR SERVICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. 

4.4 PART OF OUR SERVICES ARE PROVIDED TO OUR CUSTOMERS ON AN INDIVIDUAL BASIS. IF WE PROVIDE TO YOU:

(A) SINGLE USER SUBSCRIPTION, THERE WILL ONLY BE ONEAUTHORISED USER FOR SUCH SERVICE; AND 

(B) ANY OTHER PAID-FOR SERVICE TO YOU ON AN INDIVIDUAL BASISONLY ONE INDIVIDUAL WILL BE ENTITLED TO USE IT AND ACCESSIT (I.E. THE AUTHORISED INDIVIDUAL SHALL NOT SHARE, OR ALLOW ACCESS TO, SUCH SERVICE WITH ANYONE ELSE).

5. OUR OBLIGATIONS

5.1 WE WILL OPERATE THE WEBSITE AND PERFORM THE SERVICES WITH REASONABLE SKILL AND CARE BUT FROM TIME TO TIME FAULTS MAY OCCUR, IN WHICH CASE WE WILL USE REASONABLE EFFORTS TO REPAIR THEM AS SOON AS REASONABLY PRACTICABLE.

5.2 WE WILL PROVIDE YOU WITH THE SERVICES ON AND SUBJECT TO THESE TERMS. WE WILL USE REASONABLE ENDEAVOURS TO MAKE THE SERVICES AVAILABLE 24 HOURS A DAY, SEVEN DAYS A WEEK, EXCEPT FOR:

(A) PLANNED MAINTENANCE CARRIED OUT DURING THE MAINTENANCE WINDOW; AND

(B) UNSCHEDULED MAINTENANCE PERFORMED OUTSIDE NORMAL BUSINESS HOURS.

5.3 WE SHALL NOT BE RESPONSIBLE FOR ANY NON-CONFORMANCE WHICH IS CAUSED BY USE OF THE SERVICES CONTRARY TO OUR INSTRUCTIONS, OR BY MODIFICATION OR ALTERATION OF THE SERVICES BY ANY PARTY OTHER THAN US OR OUR DULY AUTHORISED CONTRACTORS OR AGENTS. IF WE DO NOT PROVIDE THE SERVICES IN ACCORDANCE WITH CLAUSE 5.1WE WILL, AT OUR EXPENSE, USE REASONABLEENDEAVOURS TO CORRECT ANY SUCH NON-CONFORMANCE PROMPTLY, OR PROVIDE YOU AN ALTERNATIVE MEANS OF ACCOMPLISHING THE DESIRED PERFORMANCE. SUCH CORRECTION OR SUBSTITUTION CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF CLAUSE 5.1.  NOTWITHSTANDING THE FOREGOING, WE:

(A) DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT THE SERVICES, OR THE INFORMATION OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS; AND

(B) 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 SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

5.4 THESE TERMS SHALL NOT PREVENT US FROM ENTERING INTO SIMILAR AGREEMENTS WITH THIRD PARTIES, OR FROM INDEPENDENTLY DEVELOPING, USING, SELLING OR LICENSING DOCUMENTATION, PRODUCTS AND/OR SERVICES WHICH ARE SIMILAR TO THOSE PROVIDED UNDER THESE TERMS.

5.5 WE WARRANT THAT WE HAVE AND WILL MAINTAIN ALL NECESSARY LICENCES, CONSENTS, AND PERMISSIONS NECESSARY FOR THE PERFORMANCE OF OUR OBLIGATIONS UNDER THESE TERMS.

6. YOUR OBLIGATIONS

6.1 YOU SHALL:

(A) PROVIDE US WITH:

(I) ALL CO-OPERATION IN RELATION TO THESE TERMS; AND

(II) ALL NECESSARY ACCESS TO SUCH INFORMATION AS MAY BE REQUIRED BY US;

in order to provide the Services;

(B) COMPLY WITH OUR REASONABLE INSTRUCTIONS IN CONNECTION WITH OUR SERVICES AND OUR WEBSITE;

(C) COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS WITH RESPECT TO YOUR ACTIVITIES UNDER THESE TERMS;

(D) CARRY OUT ALL OTHER CUSTOMER RESPONSIBILITIES SET OUT IN THESE TERMS IN A TIMELY AND EFFICIENT MANNER. IN THE EVENT OF ANY DELAYS CAUSED BY YOU OR BY YOUR USERSYOU MAY ADJUST ANY AGREED TIMETABLE OR DELIVERY SCHEDULE AS REASONABLY NECESSARY;

(E) ENSURE THAT YOUR USERS USE THE SERVICES IN ACCORDANCE WITH THESE TERMS;

(F) BE RESPONSIBLE FOR THE ACTIONS OR OMISSIONS OF YOUR USERS;

(G) OBTAIN AND SHALL MAINTAIN ALL NECESSARY LICENCES, CONSENTS, AND PERMISSIONS NECESSARY FOR US, OURCONTRACTORS AND AGENTS TO PERFORM OUR OBLIGATIONS UNDER THESE TERMS;

(H) ENSURE THAT YOUR NETWORK AND SYSTEMS COMPLY WITH THE RELEVANT SPECIFICATIONS PROVIDED BY US FROM TIME TO TIME; 

(I) BE SOLELY RESPONSIBLE FOR PROCURING AND MAINTAINING YOURNETWORK CONNECTIONS AND TELECOMMUNICATIONS LINKS TO ACCESS OUR WEBSITE AND OUR SERVICES; AND

6.2 YOU UNDERTAKE THAT YOU WILL, AND YOUR USERS WILL

(A) COMPLY WITH ALL APPLICABLE LAWS IN RELATION TO OUR WEBSITE AND THE SERVICES, INCLUDING WITHOUT LIMITATION, LAWS RELATING TO THE USE OF INTELLECTUAL PROPERTY RIGHTS;

(B) NOT USE THE WEBSITE OR THE SERVICES OUTSIDE THE SCOPE OF PERMITTED USE UNDER THESE TERMS, NOR INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN OR RELATING TO THE WEBSITE OR THE SERVICES OR OF ANY THIRD PARTY;

(C) NOT PREVENT OR RESTRICT THE USE OF ANY WEBSITE OR SERVICE BY OTHER AUTHORISED USERS NOR HACK INTO OR CAUSE DAMAGE TO ANY SERVER OR OTHER EQUIPMENT OPERATED BY US; AND

(D) COMPLY FULLY WITH THESE TERMS AND ANY APPLICABLE SPECIFIC TERMS

6.3 WHEN YOU, OR YOUR USERS, USE OUR SERVICES OR ACCESS OUR WEBSITE YOU, AND YOUR USERS, SHALL NOT ACCESS, STORE, UPLOAD,DISTRIBUTE OR TRANSMIT ANY VIRUSES, OR ANY MATERIAL OR CONTENT THAT:

(A) IS UNLAWFUL, HARMFUL, THREATENING, DEFAMATORY, OBSCENE, INFRINGING, HARASSING OR RACIALLY OR ETHNICALLY OFFENSIVE;

(B) FACILITATES ILLEGAL ACTIVITY;

(C) DEPICTS SEXUALLY EXPLICIT IMAGES;

(D) PROMOTES UNLAWFUL VIOLENCE;

(E) IS DISCRIMINATORY BASED ON RACE, GENDER, COLOUR, RELIGIOUS BELIEF, SEXUAL ORIENTATION, DISABILITY; 

(F) IS OTHERWISE ILLEGAL OR CAUSES DAMAGE OR INJURY TO ANY PERSON OR PROPERTY; OR

(A) IS OR COULD BE TAKEN TO BE THE PROVISION OF ADVICE (INCLUDING, WITHOUT LIMITATION, INVESTMENT ADVICE) OR A RECOMMENDATION TO BUY OR REFRAIN FROM BUYING A PARTICULAR INVESTMENT OR WHICH HAS THE PURPOSE OF AFFECTING THE PRICE OR VALUE OF ANY INVESTMENT;

and we reserve the right, without liability or prejudice to any other rights we may have, to disable your Users access to any material that breaches the provisions of this clause or to any of our Services.

6.4 YOU SHALL NOT:

(A) EXCEPT AS MAY BE ALLOWED BY ANY APPLICABLE LAW WHICH IS INCAPABLE OF EXCLUSION BY AGREEMENT BETWEEN THE PARTIESAND EXCEPT TO THE EXTENT EXPRESSLY PERMITTED UNDER THESE TERMS:

(I) ATTEMPT TO COPY, MODIFY, DUPLICATE, CREATE DERIVATIVE WORKS FROM, FRAME, MIRROR, REPUBLISH, DOWNLOAD, DISPLAY, TRANSMIT, OR DISTRIBUTE ALL OR ANY PORTION OF THE SOFTWARE (AS APPLICABLE) IN ANY FORM OR MEDIA OR BY ANY MEANS; OR

(II) ATTEMPT TO DE-COMPILE, REVERSE COMPILE, DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE REDUCE TO HUMAN-PERCEIVABLE FORM ALL OR ANY PART OF THE SOFTWARE; OR

(B) ACCESS ALL OR ANY PART OF THE SERVICES TO BUILD A PRODUCT OR SERVICE WHICH COMPETES WITH THE SERVICES; OR

(C) USE THE SERVICES TO PROVIDE SERVICES TO THIRD PARTIES; OR

(D) UNLESS EXPRESSLY PERMITTED UNDER THESE TERMS, LICENSE, SELL, RENT, LEASE, TRANSFER, ASSIGN, DISTRIBUTE, DISPLAY, DISCLOSE, OR OTHERWISE COMMERCIALLY EXPLOIT, OR OTHERWISE MAKE THE SERVICES AVAILABLE TO ANY THIRD PARTY, OR

(E) ATTEMPT TO OBTAIN, OR ASSIST THIRD PARTIES IN OBTAINING, ACCESS TO THE SERVICES, OTHER THAN PERMITTED UNDER THESE TERMS; AND

(F) USE ANY PART OF OUR WEBSITE OR OUR SERVICES, TO IMPERSONATE ANY PERSON, COMPANY, GROUP OR ENTITY OR MISREPRESENT A RELATIONSHIP TO OR WITH ANY OF THE SAME;

(G) COLLECT, STORE, DISCLOSE OR OTHERWISE PROCESS ANY PERSONAL DATA IN RELATION TO YOUR USE OF ANY PART OF OUR WEBSITE OR OUR SERVICES WITHOUT THE KNOWLEDGE OF THE RELEVANT INDIVIDUAL OR IN BREACH OF APPLICABLE DATA PROTECTION LAWS.

6.5 YOU SHALL USE ALL REASONABLE ENDEAVOURS TO PREVENT ANY UNAUTHORISED ACCESS TO, OR USE OF, THE SERVICES AND, IN THE EVENT OF ANY SUCH UNAUTHORISED ACCESS OR USE, PROMPTLY NOTIFY US.

6.6 UNLESS WE AGREE OTHERWISE IN WRITING, THE RIGHTS PROVIDED UNDER THESE TERMS ARE GRANTED TO YOU ONLY, AND SHALL NOT BE CONSIDERED GRANTED TO ANY OF YOUR SUBSIDIARIES OR TO YOUR HOLDING COMPANY.

6.7 WE RESERVE THE RIGHT TO ACCESS AND MONITOR PASSWORD-PROTECTED INFORMATION, INCLUDING ANY INFORMATION WHICH YOU, OR YOUR USERS, UPLOAD OR INPUT AND ANY INFORMATION CONCERNING YOUR ACTIVITIES IN RELATION TO A SERVICE OUR WEBSITE OR ANY CONTENT, IN ORDER TO FULFIL OUR OBLIGATIONS UNDER THESE TERMS, TO PROTECT OUR LEGAL RIGHTS OR TO COMPLY WITH OUR LEGAL OBLIGATIONS.

6.8 IF YOU OR ANY OF YOUR USERS ARE REGISTERED USERS OR AUTHORISED USERS, YOU ACKNOWLEDGE AND AGREE THAT WE MAY MENTION THE NAME OF YOUR BUSINESS AND THE SERVICES WE HAVE PROVIDED TO YOU WHEN MARKETING OUR OWN BUSINESS.

6.9 YOU AND YOUR USERS MUST KEEP YOUR ACCOUNT DETAILS AND PASSWORDS SAFE:

(A) IF YOU CHOOSE, OR YOU ARE PROVIDED WITH, A USER IDENTIFICATION CODE, PASSWORD OR ANY OTHER PIECE OF INFORMATION AS PART OF OUR SECURITY PROCEDURES, YOU MUST TREAT SUCH INFORMATION AS CONFIDENTIAL. YOU MUST NOT DISCLOSE IT TO ANY THIRD PARTY.

(B) WE HAVE THE RIGHT TO DISABLE ANY USER IDENTIFICATION CODE OR PASSWORD, WHETHER CHOSEN BY YOU OR ALLOCATED BY US, AT ANY TIME, IF IN OUR REASONABLE OPINION, YOU HAVE FAILED TO COMPLY WITH ANY OF THE PROVISIONS OF THESE TERMS.

(C) YOU ARE RESPONSIBLE FOR ALL ACCESS AND USE OF OUR WEBSITE, OUR CONTENT AND SERVICES BY YOU OR ANYONE USING ANY OF THE USER NAMES AND PASSWORDS ALLOCATED TO YOU, OR TO YOUR USERS AND FOR PREVENTING UNAUTHORISED USE OF ANY OF SUCH USER NAMES AND PASSWORDS. IF YOU BELIEVE THERE HAS BEEN ANY BREACH OF SECURITY OR UNAUTHORISED ACCESS, YOU MUST NOTIFY US IMMEDIATELY BY EMAIL TO [email protected].

7. REGISTERED USERS 

7.1 IN ORDER TO ACCESS CERTAIN PARTS OF OUR WEBSITE OR TO RECEIVE OR HAVE ACCESS TO CERTAIN SERVICES, YOU MUST REGISTER WITH US AS A REGISTERED USER OR BUY A USER SUBSCRIPTION (AS SPECIFIED IN CLAUSE 8 BELOW):

7.2 REGISTERED USERS:

(A) PROVISION OF REGISTRATION INFORMATION BY YOU TO US (WHERE RELEVANT) WILL CONSTITUTE AN OFFER BY YOU TO BECOME A REGISTERED USER ON THESE TERMS AND ANY OTHER TERMS APPLICABLE TO THE SPECIFIC REGISTRATION. YOU WILL NOT BECOME A REGISTERED USER NOR BE ENTITLED TO ACCESS OUR WEBSITE OR RECEIVE OUR SERVICES RELATING TO THE RELEVANT REGISTRATION UNLESS AND UNTIL WE NOTIFY YOU OF OUR ACCEPTANCE OF SUCH OFFER, BY PROVIDING YOU WITH A USER NAME AND PASSWORD OR OTHERWISE (IN ACCORDANCE WITH THE REGISTRATION PROCESS ON OUR WEBSITE);

(B) CERTAIN PARTS OF OUR WEBSITE AND CONTENT ARE AVAILABLE FREE OF CHARGE ONCE YOU REGISTER WITH US (AND SOME OTHERS ARE PAID-FOR AS SPECIFIED ON THE WEBSITE OR OTHERWISE) IN WHICH CASE YOU MAY ACCESS OR RECEIVE THEM ON THESE TERMS AS A REGISTERED USER;

(C) IN ORDER TO REGISTER WITH US, YOU (OR YOUR USERS) MUST PROVIDE US WITH ACCURATE AND COMPLETE INFORMATION. IT IS YOUR RESPONSIBILITY TO INFORM US OF ANY CHANGES TO THAT INFORMATION (INCLUDING, WITHOUT LIMITATION, YOUR EMAIL ADDRESS), BY UPDATING YOUR DETAILS ON YOUR ACCOUNT OR BY CONTACTING US IF THIS IS NOT POSSIBLE. WE MAY NOT BE ABLE TO PROVIDE YOU WITH THE CONTENT AND WITH THE SERVICE YOU REQUEST IF YOU DO NOT PROVIDE US WITH ACCURATE AND COMPLETE INFORMATION WHEN YOU REGISTER, OR IF YOU DO NOT KEEP THIS INFORMATION UPDATED;

(D) WE WILL ISSUE ONE USER NAME AND PASSWORDS TO YOU (OR TO YOUR RELEVANT USERS AS APPLICABLE) WHEN ANY OF THEM BECOME A REGISTERED USER. EXCEPT TO THE EXTENT A USER NAME AND PASSWORD IS INTENDED FOR MORE THAN ONE REGISTERED USER AS AGREED BY US IN WRITING, REGISTEREDUSERS SHALL NOT:

(I) SHARE A USER NAME AND PASSWORD WITH ANY OTHER PERSON OR ENTITY; NOR

(II) ALLOW THIRD PARTIES TO ACCESS ANY PARTS OF OUR WEBSITE OR OUR SERVICES THROUGH A THEIR ALLOCATED USER NAME AND PASSWORD (BY MAKING THEM AVAILABLE TO MULTIPLE USERS ON A NETWORK).

8. SUBSCRIPTION SERVICES

8.1 YOU MAY ORDER OUR SUBSCRIPTION SERVICES BY FILLING IN AND SUBMITTING OUR ORDER FORM VIA OUR WEBSITE OR BY EMAIL OR BYPROVIDING THE INFORMATION WE REQUIRE BY PHONE IN ACCORDANCE WITH OUR INSTRUCTIONS (YOUR “ORDER”).

8.2 YOU ORDER WILL TYPICALLY INCLUDE THE FOLLOWING INFORMATION: 

(A) YOUR FULL DETAILS;

(B) A DESCRIPTION OF THE SERVICES YOU WOULD LIKE TO ACCESS;

(C) THE NUMBER OF AUTHORISED USERS YOU REQUIRE;

(D) THE SUBSCRIPTION TERM; AND

(E) THE SUBSCRIPTION FEES.

8.3 YOUR ORDER WILL CONSTITUTE AN OFFER TO ACCESS AND USE ALL OR PART OF OUR SUBSCRIPTION SERVICES. YOU WILL NOT BE ENTITLED TO ACCESS THE SERVICES YOU ORDERED, UNTIL WE NOTIFY YOU OF OUR ACCEPTANCE OF SUCH OFFER, BY PROVIDING YOUR AUTHORISED USERSWITH A USER NAME AND PASSWORD (OR OTHERWISE IN ACCORDANCE WITH OUR REGISTRATION OR SUBSCRIPTION PROCESS SPECIFIED ON OUR WEBSITE OR BY US IN WRITING).

8.4 WE WILL ENDEAVOUR TO ENSURE THAT OUR SUBSCRIPTION SERVICES OR OTHER SERVICES ARE PRICED CORRECTLY ON OUR WEBSITE OR BY ANY OTHER MEANS WE MAKE THEM AVAILABLE TO YOU. HOWEVER, ERRORS MAY OCCUR. IF SUCH A PRICING ERROR IS DISCOVERED, WE RESERVE THE RIGHT TO GIVE YOU THE OPTION OF EITHER CANCELLING YOUR ORDER FOR ANY PARTICULAR SUBSCRIPTION SERVICES (OR OTHER PAID-FOR SERVICE) OR RECONFIRMING YOUR ORDER AT THE CORRECT PRICE.

8.5 SUBJECT TO YOU PURCHASING THE SUBSCRIPTION SERVICES IN ACCORDANCE WITH THIS CLAUSE AND MAKING TIMELY ANY PAYMENTS DUE UNDER THESE TERM, WE HEREBY GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE RIGHT, WITHOUT THE RIGHT TO GRANT SUBLICENCES, TO PERMIT THE AUTHORISED USERS TO USE THESUBSCRIPTION SERVICES WE AGREE TO PROVIDE TO YOU DURING THE SUBSCRIPTION TERM SOLELY FOR YOUR INTERNAL BUSINESS OPERATIONS.

8.6 UNLESS WE SAY OTHERWISE TO YOU IN WRITING, THE INITIALSUBSCRIPTION TERM FOR ANY SUBSCRIPTION SERVICE WILL BE AUTOMATICALLY RENEWED FOR SUBSEQUENT RENEWAL PERIODS OF THE SAME LENGTH AS THE INITIAL SUBSCRIPTION TERM (“RENEWAL PERIODS”) UNLESS YOU GIVE US 14 DAYS’ TERMINATION NOTICE BEFORE THE END OF THE RELEVANT INITIAL SUBSCRIPTION TERM OR RENEWAL PERIOD.

8.7 IN RELATION TO THE AUTHORISED USERS, YOU UNDERTAKE THAT:

(A) THE MAXIMUM NUMBER OF AUTHORISED USERS THAT YOU AUTHORISE TO ACCESS AND USE THE SERVICES SHALL NOT EXCEED THE NUMBER OF USER SUBSCRIPTIONS YOU HAVEPURCHASED FROM TIME TO TIME;

(B) YOU WILL NOT ALLOW ANY USER SUBSCRIPTION TO BE USED BY MORE THAN ONE INDIVIDUAL AUTHORISED USER UNLESS IT HAS BEEN REASSIGNED IN ITS ENTIRETY TO ANOTHER INDIVIDUAL AUTHORISED USER, IN WHICH CASE THE PRIOR AUTHORISED USER SHALL NO LONGER HAVE ANY RIGHT TO ACCESS OR USE THESUBSCRIPTION SERVICES;

(C) EACH AUTHORISED USER SHALL KEEP A SECURE PASSWORD FOR HIS/HER USE OF THE SUBSCRIPTION SERVICES, THAT SUCH PASSWORD SHALL BE CHANGED NO LESS FREQUENTLY THAN QUARTERLY AND THAT EACH AUTHORISED USER SHALL KEEP HIS/HER PASSWORD CONFIDENTIAL;

(D) YOU SHALL MAINTAIN A WRITTEN, UP TO DATE LIST OF CURRENT AUTHORISED USERS AND PROVIDE SUCH LIST TO US WITHIN 5BUSINESS DAYS OF OUR WRITTEN REQUEST AT ANY TIME OR TIMES;

(E) YOU SHALL PERMIT US TO AUDIT YOUR USE, AND YOUR USERS’ USE, OF OUR SERVICES IN ORDER TO ESTABLISH THE NAME AND PASSWORD OF EACH AUTHORISED USER.  SUCH AUDIT MAY BE CONDUCTED NO MORE THAN ONCE PER SEMESTER AT OUREXPENSE, AND THIS RIGHT SHALL BE EXERCISED WITH REASONABLE PRIOR NOTICE, IN SUCH A MANNER AS NOT TO SUBSTANTIALLY INTERFERE WITH YOUR NORMAL CONDUCT OF BUSINESS;

(F) IF ANY OF THE AUDITS REFERRED TO IN CLAUSE 8.7(E) REVEAL THAT ANY PASSWORD HAS BEEN PROVIDED TO ANY INDIVIDUAL WHO IS NOT AN AUTHORISED USER, THEN WITHOUT PREJUDICE TO ANYOTHER RIGHTS AVAILABLE TO USYOU SHALL PROMPTLY DISABLE SUCH PASSWORDS AND YOU SHALL NOT ISSUE ANY NEW PASSWORDS TO ANY SUCH INDIVIDUAL; AND

(G) IF ANY OF THE AUDITS REFERRED TO IN CLAUSE 8.7(E) REVEAL THAT YOU HAVE UNDERPAID SUBSCRIPTION FEES TO US, THEN WITHOUT PREJUDICE TO THE ANY OTHER RIGHTS AVAILABLE TO USYOUSHALL PAY TO US AN AMOUNT EQUAL TO SUCH UNDERPAYMENT AS CALCULATED IN ACCORDANCE WITH OUR THEN CURRENT FEESWITHIN 10 DAYS OF THE DATE OF THE RELEVANT AUDIT.

8.8 IF WE CANCEL ALL OR PART OF A SUBSCRIPTION SERVICE, AND YOU ARE NOT IN BREACH OF THESE TERMS, YOU SHALL BE ENTITLED TO CLAIM FROM US A REFUND ON A PRO RATA BASIS OF THE SUBSCRIPTION FEEYOU PAID IN ADVANCE FOR THE RELEVANT CANCELLED SUBSCRIPTIONSERVICE. THE REFUND WILL COVER THE SUBSCRIPTION FEESAPPLICABLE TO THE SUBSCRIPTION SERVICE CANCELLED, FOR THE UNEXPIRED PART OF THE SUBSCRIPTION TERM ONLY (I.E. THE REFUND WILL BE CALCULATED FROM THE CANCELLATION DATE – I.E. THE DATE WE STOP PROVIDING THE RELEVANT SERVICE TO YOU – TO THE END OFTHE UNEXPIRED SUBSCRIPTION TERM OF THE CANCELLED SERVICE). YOU WILL STILL BE RESPONSIBLE FOR ANY FEES OR OTHER CHARGES INCURRED BY YOU UNTIL THE CANCELLATION OF YOUR RIGHTS IN RELATION TO THE RELEVANT SUBSCRIPTION SERVICE.

8.9 IF YOU WISH TO CANCEL A SUBSCRIPTION SERVICE:

(A) AND SUCH SERVICE HAS A MINIMUM SUBSCRIPTION TERM (E.G. 12 MONTHS) YOU SHALL NOT BE ENTITLED TO CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF THE MINIMUM SUBSCRIPTION TERM, AND YOU SHALL NOT BE ENTITLED TO A REFUND, UNLESS YOU CANCEL SUCH SERVICE BECAUSE WE COMMIT A MATERIAL BREACH OF THESE TERMS;

(B) AND SUCH SERVICE DOES NOT HAVE A MINIMUM SUBSCRIPTION TERM (OR THE MINIMUM SUBSCRIPTION TERM EXPIRED) YOU SHALL GIVE US A 30 DAYS’ CANCELATION NOTICE. THE LAST DAY OF YOUR CANCELLATION NOTICE WILL BE DEEMED AS THE CANCELLATION DATE. YOU SHALL BE ENTITLED TO CLAIM FROM US A REFUND ON A PRO RATA BASIS OF THE SUBSCRIPTION FEE YOUPAID IN ADVANCE FOR THE RELEVANT CANCELLED SUBSCRIPTIONSERVICE. THE REFUND WILL COVER THE SUBSCRIPTION FEESAPPLICABLE TO THE SUBSCRIPTION SERVICE CANCELLED, FOR THE UNEXPIRED PART OF THE SUBSCRIPTION TERM ONLY (I.E. THE REFUND WILL BE CALCULATED FROM THE CANCELLATION DATE TO THE END OF THE UNEXPIRED SUBSCRIPTION TERM OF THE CANCELLED SERVICE). YOU WILL STILL BE RESPONSIBLE FOR ANY FEES OR OTHER CHARGES INCURRED BY YOU UNTIL THE CANCELLATION OF YOUR RIGHTS IN RELATION TO THE RELEVANT SUBSCRIPTION SERVICE; AND

(C) WE SHALL DEDUCT FROM THE REFUND DUE AN ADMINISTRATION FEE OF £100.

9. ADDITIONAL USER SUBSCRIPTIONS

9.1 SUBJECT TO OUR PRIOR APPROVAL IN WRITING, YOU MAY, FROM TIME TO TIME DURING ANY SUBSCRIPTION TERM, APPLY TO INCREASE YOUR USER SUBSCRIPTIONS.

9.2 IWE APPROVE YOUR REQUEST TO INCREASE YOUR USER SUBSCRIPTIONSTHE EXTRA SUBSCRIPTION FEES FOR THE ADDITIONAL USER SUBSCRIPTIONS SHALL BE PRO-RATED FROM THE DATE WE ACTIVATE THE NEW USER SUBSCRIPTIONS TO THE NEXT BILLING DATE.

10. CHARGES AND PAYMENT

10.1 YOU SHALL PAY OUR FEES FOR ANY PAID-FOR SERVICE YOU ORDER FROM US INCLUDING BUT NOT LIMITED TO THE SUBSCRIPTION FEES FOR THE SUBSCRIPTION SERVICES.

10.2 BEFORE WE PROVIDE YOU WITH ANY PAID-FOR SERVICE (INCLUDING BUT NOT LIMITED TO ANY SUBSCRIPTION SERVICE), YOU SHALL PROVIDE US WITH VALID, UP-TO-DATE AND COMPLETE CREDIT CARD DETAILS OR PAY OUR FEES BY OTHER MEANS SPECIFIED BY US (E.G. DIRECT DEBIT OR BACS PAYMENTS).

10.3 UNLESS WE SAY OTHERWISE IN WRITING, YOU SHALL PAY OUR FEES ON THE RELEVANT BILLING DATE, WHICH SHALL BE DEEMED AS THE DUE DATE. IF YOU PROVIDE US WITH YOUR CREDIT CARD DETAILS, YOU HEREBY AUTHORISE US TO BILL SUCH CREDIT CARD ANY RECURRENTFEES WE AGREE WITH YOU FOR THE PROVISION OF THE SUBSCRIPTION FEES. 

10.4 IF WE HAVE NOT RECEIVED PAYMENT AFTER THE DUE DATE, AND WITHOUT PREJUDICE TO ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO US:

(A) WE MAY, WITHOUT LIABILITY TO YOU, DISABLE ALL USERSPASSWORDS AND ACCOUNTS AND ACCESS TO ALL OR PART OF THE SERVICES AND WE SHALL BE UNDER NO OBLIGATION TO PROVIDE ANY OR ALL THE SERVICES WHILE THE INVOICE(S) CONCERNED REMAIN UNPAID; AND

(B) INTEREST SHALL ACCRUE ON A DAILY BASIS ON SUCH DUE AMOUNTS AT AN ANNUAL RATE EQUAL TO 5% OVER THE THEN CURRENT BASE LENDING RATE OF OUR BANKERS IN THE UK FROM TIME TO TIME, COMMENCING ON THE DUE DATE AND CONTINUING UNTIL FULLY PAID, WHETHER BEFORE OR AFTER JUDGMENT.

10.5 ALL AMOUNTS AND FEES STATED OR REFERRED TO IN THESE TERMS:

(A) SHALL BE PAYABLE IN POUNDS’ STERLING;

(B) ARE, UNLESS OTHERWISE STATED IN THESE TERMS, NON-CANCELLABLE AND NON-REFUNDABLE;

(C) ARE EXCLUSIVE OF VALUE ADDED TAX, WHICH SHALL BE ADDED TO OUR INVOICE(S) AT THE APPROPRIATE RATE.

10.6 WE SHALL BE ENTITLED TO INCREASE THE SUBSCRIPTION FEES FOR ANY SUBSCRIPTION SERVICE, AT ANY TIME AFTER THE END OF ANY INITIAL SUBSCRIPTION TERM UPON GIVING YOU 14 DAYS’ PRIOR NOTICE TO YOU.

10.7 DETAILS OF OUR FEES FOR ANY PAID-FOR SERVICES, INCLUDING OURSUBSCRIPTION FEES FOR ANY SUBSCRIPTION SERVICE, ARE AVAILABLE TO YOU ON REQUEST

11. TERMINATION

11.1 IF YOU ARE A VISITOR, YOU MAY CANCEL YOUR ACCESS TO AND USE OF OUR WEBSITE (OR RECEIPT OF ANY RELATED SERVICE) ON THESE TERMS AT ANY TIME BY DISCONTINUING TO ACCESS AND USE OUR WEBSITE AND ASSOCIATED CONTENT.

11.2 IF YOU ARE A REGISTERED USER, YOU MAY CANCEL YOUR REGISTRATION AT ANY TIME BY ELECTRONIC NOTICE TO US USING THE CONTACT INFORMATION ON OUR WEBSITE OR OTHERWISE NOTIFIED TO YOU.

11.3 IF WE PROVIDE SUBSCRIPTION SERVICES TO YOU, YOU MAY CANCEL YOUR SUBSCRIPTION SERVICE IN ACCORDANCE WITH CLAUSE 8.9ABOVE. YOU MUST QUOTE THE SUBSCRIPTION REFERENCE NUMBER. THERE MAY BE A PERIOD AFTER THE DATE OF CANCELLATION DURING WHICH YOU CONTINUE TO RECEIVE PUBLICATIONS SENT TO YOU AS PART OF A SUBSCRIPTION SERVICE. HOWEVER, YOU WILL NOT BE CHARGED FOR SUCH PUBLICATIONS. 

11.4 TO THE EXTENT THAT THE SPECIFIC TERMS FOR ANY SUBSCRIPTIONSERVICE ENTITLE YOU TO DOWNLOAD AND STORE CERTAIN CONTENT, UPON CANCELLATION OF SUCH SUBSCRIPTION BY EITHER YOU OR US, YOU AGREE TO DELETE ALL SUCH CONTENT STORED IN YOUR POSSESSION OR UNDER YOUR CONTROL WITHIN 30 DAYS OF THE CANCELLATION DATE, UNLESS OTHERWISE AGREED WITH US IN WRITING, OR AS REQUIRED BY APPLICABLE LAW. FOR THE AVOIDANCE OF DOUBT, WHERE APPLICABLE LAW DOES REQUIRE YOU TO RETAINCERTAIN CONTENT BEYOND THE 30 DAYS PERIOD, YOU AGREE THAT IT SHALL ONLY BE RETAINED TO THE EXTENT REQUIRED UNDER SUCH LAW AND SHALL NOT BE USED FOR COMMERCIAL PURPOSES.

11.5 ON TERMINATION OF THESE TERMS FOR ANY REASON:

(a) all licences granted under these Terms shall immediately terminate and you shall immediately cease all use of the Services

(b) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and

(c) you shall pay to us immediately any outstanding sums due to us under these Terms.

11.6 THE TERMINATION OF THESE TERMS FOR WHATEVER CAUSE SHALL NOT AFFECT ANY PROVISION OF THE TERMS WHICH IS EXPRESSED OR BY IMPLICATION INTENDED TO SURVIVE OR OPERATE IN THE EVENT OF TERMINATION.

12. HOW YOU MAY USE MATERIAL ON OUR WEBSITE

12.1 WE ARE THE OWNER OR THE LICENSEE OF ALL INTELLECTUAL PROPERTY RIGHTS IN OUR WEBSITE, AND IN THE CONTENT PUBLISHED ON IT. ALL RIGHTS IN THE CONTENT AND IN THE WEBSITE BELONG TO US, OR OUR THIRD PARTY CONTENT PROVIDERS. THOSE WORKS ARE PROTECTED BY COPYRIGHT LAWS AND TREATIES AROUND THE WORLD. ALL SUCH RIGHTS ARE RESERVED. WE MAY LICENSE THIRD PARTIES TO USE THE CONTENT AT OUR SOLE DISCRETION.

12.2 YOU MUST OBTAIN PERMISSION FROM US IF YOU WISH TO USE ANY CONTENT OR OUR TRADE MARKS FOR ANY PURPOSES OTHER THAN THOSE PERMITTED UNDER THESE TERMS (OR ANY RELEVANT SPECIFIC TERMS).

12.3 YOU MAY USE OUR SERVICES AND THE CONTENT SOLELY FOR YOUR OWN INTERNAL BUSINESS PURPOSES AND BENEFIT AND NOT FOR RESALE OR OTHER TRANSFER OR DISPOSITION TO ANY OTHER PERSON OR ENTITY.UNLESS PERMITTED UNDER THESE TERMS, YOU MAY NOT USE, SHARE, PUBLISH, SCAN, POST, COPY, REPRODUCE, MODIFY, TRANSFER, EXPLOIT, DISTRIBUTE OR DISPOSE OF, OR OTHERWISE PROVIDE ACCESS TO ANY CONTENT FOR ANY COMMERCIAL PURPOSES TO ANYONE, WHETHER DIRECT OR INDIRECT INCLUDING, WITHOUT LIMITATION, IN ANY MANNER THAT MIGHT COMPETE WITH OUR BUSINESS.

12.4 YOU MAY PRINT OFF ONE COPY, AND MAY DOWNLOAD EXTRACTS, OF ANY PAGE(S) FROM OUR WEBSITE FOR YOUR PERSONAL USE AND YOU MAY DRAW THE ATTENTION OF OTHERS WITHIN YOUR ORGANISATION TO CONTENT POSTED ON OUR WEBSITE.

12.5 YOU MUST NOT MODIFY THE PAPER OR DIGITAL COPIES OF ANY MATERIALS YOU HAVE PRINTED OFF OR DOWNLOADED IN ANY WAY, AND YOU MUST NOT USE ANY ILLUSTRATIONS, PHOTOGRAPHS, VIDEO OR AUDIO SEQUENCES OR ANY GRAPHICS SEPARATELY FROM ANY ACCOMPANYING TEXT.

12.6 YOU MAY EMAIL A STORY/ARTICLE/BLOG TO A FRIEND WHERE THISFACILITY IS AVAILABLE ON OUR WEBSITE.

12.7 YOU MAY QUOTE FROM OR PARAPHRASE EXTRACTS OF THE CONTENT TO THE EXTENT PERMITTED BY THIS TERMS OR AS OTHERWISE PERMITTED BY LAW, ON THE CONDITION THAT APPROPRIATE SOURCE AND COPYRIGHT ATTRIBUTION IS GIVEN IN EACH CASE. OUR STATUS (AND THAT OF ANY IDENTIFIED CONTRIBUTORS) AS THE AUTHORS OF CONTENT ON OUR WEBSITE MUST ALWAYS BE ACKNOWLEDGED.

12.8 YOU MUST NOT USE ANY PART OF THE CONTENT ON OUR WEBSITE FOR COMMERCIAL PURPOSES WITHOUT OBTAINING A LICENCE TO DO SO FROM US OR OUR LICENSORS.

12.9 IF YOU PRINT OFF, COPY OR DOWNLOAD ANY PART OF OUR WEBSITE IN BREACH OF THESE TERMS, YOUR RIGHT TO USE OUR WEBSITE AND OUR SERVICES MAY CEASE IMMEDIATELY AND OUR SOLE DISCRETION, AND YOU MUST, AT OUR OPTION, RETURN OR DESTROY ANY COPIES OF THE MATERIALS YOU HAVE MADE.

12.10 IN THE EVENT THAT ANY APPLICABLE LAW PROHIBIT THE EXTENT TO WHICH WE RESTRICT CERTAIN ACTIVITIES UNDER THESE TERMS, ANY SUCH RESTRICTIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

13. DO NOT RELY ON INFORMATION ON THIS WEBSITE

13.1 THE CONTENT ON OUR WEBSITE IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION BASED ON SUCH CONTENT.

13.2 ALTHOUGH WE MAKE REASONABLE EFFORTS TO UPDATE THE INFORMATION ON OUR WEBSITE, WE MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT THE CONTENT ON OUR WEBSITE IS ACCURATE, COMPLETE OR UP TO DATE.

14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

14.1.1 WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

14.1.2 WE EXCLUDE ALL IMPLIED CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS THAT MAY APPLY TO OUR WEBSITE, TO OUR SERVICES OR ANY CONTENT ON IT.

14.1.3 WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH:

(A) USE OF, OR INABILITY TO USE, OUR WEBSITE; OR

(B) USE OF OR RELIANCE ON ANY CONTENT DISPLAYED ON OUR WEBSITE.

14.1.4 WE SHALL NOT BE LIABLE UNDER, OR IN CONNECTION WITH, THESE TERMS FOR:

(A) LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE;

(B) BUSINESS INTERRUPTION;

(C) LOSS OF ANTICIPATED SAVINGS;

(D) LOSS OR CORRUPTION OF DATA;

(E) LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; OR

(F) ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.

14.2 SUBJECT TO CLAUSE 14.1.1, OUR ENTIRE LIABILITY TO YOU OR TO ANY USERS IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THESETERMS SHALL, FOR ANY ONE INCIDENT OR SERIES OF RELATED OR UNRELATED INCIDENTS WITHIN A PERIOD OF 12 MONTHS, BE LIMITED TO THE FEES PAID BY YOU TO US FOR THE SERVICEAFFECTED BY THE INCIDENT(S) IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE RELEVANT INCIDENT(S).

15. WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

15.1 WHERE OUR WEBSITE CONTAINS LINKS TO OTHER SITES AND RESOURCES PROVIDED BY THIRD PARTIES, THESE LINKS ARE PROVIDED FOR YOUR INFORMATION ONLY. SUCH LINKS SHOULD NOT BE INTERPRETED AS APPROVAL BY US OF THOSE LINKED WEBSITES OR INFORMATION YOU MAY OBTAIN FROM THEM.

15.2 WE HAVE NO CONTROL OVER THE CONTENTS OF THOSE SITES OR RESOURCES.

16. UPLOADING CONTENT TO OUR WEBSITE

16.1 THIS WEBSITE MAY INCLUDE POSTED MATERIALS, INCLUDING TO BULLETIN BOARDS AND CHAT ROOMS. THIS INFORMATION AND THESE POSTED MATERIALS HAVE NOT BEEN VERIFIED OR APPROVED BY US. THE VIEWS EXPRESSED BY OTHER USERS ON OUR WEBSITE DO NOT REPRESENT OUR VIEWS OR VALUES.

16.2 IF YOU WISH TO COMPLAIN ABOUT INFORMATION AND MATERIALS UPLOADED BY OTHER USERS, PLEASE CONTACT US AT [email protected].

16.3 WHENEVER YOU MAKE USE OF A FEATURE THAT ALLOWS YOU TO UPLOAD POSTED MATERIALS TO OUR WEBSITE, OR TO MAKE CONTACT WITH OTHER USERS OF OUR WEBSITE, YOU MUST COMPLY WITH THESE TERMS INCLUDING BUT NOT LIMITED WITH THE RESTRICTIONS SPECIFIED IN CLAUSES 6.3 AND 6.4 ABOVE.

16.4 YOU WARRANT THAT ANY SUCH CONTRIBUTION DOES COMPLY WITH THOSE STANDARDS, AND YOU WILL BE LIABLE TO US AND INDEMNIFY US FOR ANY BREACH OF THAT WARRANTY. THIS MEANS YOU WILL BE RESPONSIBLE FOR ANY LOSS OR DAMAGE WE SUFFER AS A RESULT OF YOUR BREACH OF WARRANTY.

16.5 ANY POSTED MATERIALS YOU UPLOAD TO OUR WEBSITE WILL BE CONSIDERED NON-CONFIDENTIAL AND NON-PROPRIETARY. YOU RETAIN ALL YOUR OWNERSHIP RIGHTS IN YOUR POSTED MATERIALS, BUT YOU ARE REQUIRED TO GRANT US A LIMITED LICENCE TO USE, STORE AND COPY THAT CONTENT AND TO DISTRIBUTE AND MAKE IT AVAILABLE TO THIRD PARTIES. YOU HEREBY GRANT US, AND IF YOU ARE A COMPANY, AGREE TO PROCURE THE GRANT TO US BY ALL AUTHORISED USERSUNDER YOUR SUBSCRIPTION SERVICES OF, A NON-EXCLUSIVE, PERPETUAL, ROYALTY-FREE LICENCE TO USE, REPRODUCE, MODIFY AND/OR SUB-LICENSE ALL OR PART OF YOUR POSTED MATERIAL, INCLUDING TO SUB-LICENSE OUR GROUP COMPANIES OR THIRD PARTIES TO USE THE SAME. WE MAY WITHOUT NOTICE TO YOU OR ANY THIRD PARTY DELETE, MOVE OR EDIT ANY POSTED MATERIAL OR PART OF IT.

16.6 TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU HEREBY WAIVE, AND, IF YOU ARE A SUBSCRIBER OF ANY OF OUR SUBSCRIPTION SERVICES, AGREE TO PROCURE THE WAIVER BY ALL AUTHORISED USERS UNDER YOUR SUBSCRIPTION SERVICE OF, ALL MORAL RIGHTS OR RIGHTS OF A SIMILAR NATURE IN ANY JURISDICTION IN ANY POSTED MATERIAL. 

16.7 TO THE MAXIMUM EXTEND PERMITTED BY APPLICABLE LAW, WE ALSO HAVE THE RIGHT TO DISCLOSE YOUR IDENTITY TO ANY THIRD PARTY WHO IS CLAIMING THAT ANY OF YOUR POSTED MATERIAL CONSTITUTES A VIOLATION OF THEIR INTELLECTUAL PROPERTY RIGHTS, OR OF THEIR RIGHT TO PRIVACY.

16.8 WE HAVE THE RIGHT TO REMOVE ANY POSTING YOU MAKE ON OUR WEBSITE IF, IN OUR OPINION, YOUR POST DOES NOT COMPLY WITH THESE TERMS.

16.9 YOU ARE SOLELY RESPONSIBLE FOR SECURING AND BACKING UP YOUR CONTENT AND YOUR POSTED MATERIALS.

16.10 YOU MUST COMPLY WITH ANY ADDITIONAL RULES WHICH MAY, FROM TIME TO TIME, BE ISSUED BY US AT PARTICULAR SECTIONS OF OUR WEBSITE, AND SUCH RULES SHALL BE DEEMED INCORPORATED INTO THESE TERMS.

16.11 WE RESERVE THE RIGHT TO REMOVE ANY POSTED MATERIAL AT ANY TIME, FOR ANY REASON, AND WITHOUT NOTICE, INCLUDING WITHOUT LIMITATION FOR ANY FAILURE TO COMPLY WITH THE PROVISIONS OF THIS CLAUSE 16. IF ANY POSTED MATERIAL FAILS TO COMPLY WITH THE PROVISIONS OF THIS CLAUSE 16, WE RESERVE THE RIGHT TO PREVENT YOU FROM ACCESSING ANY PARTS OF OUR WEBSITE OR OUR SERVICESNOTWITHSTANDING THE FOREGOING, WE ARE UNDER NO OBLIGATION TO REVIEW, MONITOR, DELETE OR EDIT POSTED MATERIAL ON A REGULAR BASIS.

16.12 OUR REPRESENTATIVES MAY ALSO SUBMIT POSTED MATERIAL TO THE INTERACTIVE AREAS OF OUR WEBSITE. IN DOING SO, REPRESENTATIVES SHALL ACT IN A PERSONAL CAPACITY AND ANY VIEWS THEY MIGHT EXPRESS SHALL NOT BE CONSIDERED OUR VIEWS NOR THE VIEWS OF A FINANCIAL OR OTHER PROFESSIONAL ADVISOR.

17. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

17.1 WE DO NOT GUARANTEE THAT OUR WEBSITE WILL BE SECURE OR FREE FROM BUGS OR VIRUSES.

17.2 YOU ARE RESPONSIBLE FOR CONFIGURING YOUR INFORMATION TECHNOLOGY, COMPUTER PROGRAMMES AND PLATFORM TO ACCESS OUR WEBSITE. YOU SHOULD USE YOUR OWN VIRUS PROTECTION SOFTWARE AND HAVE ADEQUATE FIREWALLS IN PLACE.

17.3 YOU MUST NOT MISUSE OUR WEBSITE BY KNOWINGLY INTRODUCING VIRUSES, TROJANS, WORMS, LOGIC BOMBS OR OTHER MATERIAL THAT IS MALICIOUS OR TECHNOLOGICALLY HARMFUL. YOU MUST NOT ATTEMPT TO GAIN UNAUTHORISED ACCESS TO OUR WEBSITE, THE SERVER ON WHICH OUR WEBSITE IS STORED OR ANY SERVER, COMPUTER OR DATABASE CONNECTED TO OUR WEBSITE. YOU MUST NOT ATTACK OUR WEBSITE VIA A DENIAL-OF-SERVICE ATTACK OR A DISTRIBUTED DENIAL-OF SERVICE ATTACK. BY BREACHING THIS PROVISION, YOU WOULD COMMIT A CRIMINAL OFFENCE UNDER THE COMPUTER MISUSE ACT 1990. WE WILL REPORT ANY SUCH BREACH TO THE RELEVANT LAW ENFORCEMENT AUTHORITIES AND WE WILL CO-OPERATE WITH THOSE AUTHORITIES BY DISCLOSING YOUR IDENTITY TO THEM. IN THE EVENT OF SUCH A BREACH, YOUR RIGHT TO USE OUR WEBSITE WILL CEASE IMMEDIATELY.

18. RULES ABOUT LINKING TO OUR WEBSITE

18.1 YOU MAY LINK TO OUR HOME PAGE, PROVIDED YOU DO SO IN A WAY THAT IS FAIR AND LEGAL AND DOES NOT DAMAGE OUR REPUTATION OR TAKE ADVANTAGE OF IT AND PROVIDED THAT YOU DO NOT LINK TO THE WEBSITE FROM ANY SITE CONTAINING ANY MATERIAL WHICH WOULD BE IN BREACH OF CLAUSES 6.3 AND 6.4 ABOVE OR WHICH IS OTHERWISE UNLAWFUL.

18.2 UPON LINKING TO OUR WEBSITE PURSUANT TO THESE TERMS, WE SHALL GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, ROYALTY-FREE LICENSE TO USE OUR TRADE MARKS SOLELY FOR THE PURPOSES OF PROVIDING AN UNDERLINED, TEXTUAL LINK FROM YOUR WEBSITE TO OUR WEBSITE. NO OTHER USE OF OUR TRADE MARKS OR NAME IS PERMITTED WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION.

18.3 YOU MUST NOT ESTABLISH A LINK IN SUCH A WAY AS TO SUGGEST ANY FORM OF ASSOCIATION, APPROVAL OR ENDORSEMENT ON OUR PART WHERE NONE EXISTS.

18.4 YOU MUST NOT ESTABLISH A LINK TO OUR WEBSITE IN ANY WEBSITE THAT IS NOT OWNED BY YOU.

18.5 UNLESS WE AGREE OTHERWISE, WITH YOU IN WRITING, OUR WEBSITEMUST NOT BE FRAMED ON ANY OTHER WEBSITE, NOR MAY YOU CREATE A LINK TO ANY PART OF OUR WEBSITE OTHER THAN THE HOME PAGE.

18.6 WE RESERVE THE RIGHT TO WITHDRAW LINKING PERMISSION WITHOUT NOTICE.

18.7 IF YOU WISH TO LINK TO OR MAKE ANY USE OF CONTENT ON OUR WEBSITE OTHER THAN AS SET OUT ABOVE, PLEASE CONTACT [email protected].

19. ADVERTISEMENT, LINKS AND THIRD PARTY TRANSACTIONS 

19.1 13.1 OUR WEBSITE MAY CONTAIN: 

(A) LINKS TO EXTERNAL SITES. WE SHALL ENDEAVOUR TO HIGHLIGHT SUCH LINKS ALTHOUGH SOME EXTERNAL SITES MAY BE CO-BRANDED WITH OURS. EXTERNAL SITES MAY ADVERTISE OR PROVIDE THE OPPORTUNITY FOR YOU TO PURCHASE THIRD PARTY SERVICES; 

(B) ADVERTISEMENTS FOR, AND/OR THE OPPORTUNITY FOR YOU TO PURCHASE THIRD PARTY SERVICES OR PRODUCTS OR SERVICES FROM US OR OUR GROUP COMPANIES; OR

(C) THE CONTENT OF EXTERNAL SITES AND THIRD PARTY SERVICES NOT MAINTAINED OR CONTROLLED BY US AND WE ARE THEREFORE NOT RESPONSIBLE FOR THE AVAILABILITY, CONTENT OR ACCURACY OF ANY EXTERNAL SITE. WE DO NOT (A) PROVIDE ANYWARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF THE LINKS PROVIDED ON, OR TO, OUR WEBSITE OR ANY SERVICE;

(B) GUARANTEE THE ACCURACY, COMPLETENESS, USEFULNESS OR ADEQUACY OF AN EXTERNAL SITE OR THIRD PARTY SERVICES; OR

(C) MAKE ANY ENDORSEMENT, EXPRESS OR IMPLIED, OF ANY EXTERNAL SITES OR THIRD PARTY SERVICES. ANY ADVERTISEMENT OR PROMOTION ON OUR WEBSITE OF A THIRD PARTY SERVICE IS NOT AN INDUCEMENT BY US FOR YOU TO ENTER INTO ANY AGREEMENT WITH THE RELEVANT THIRD PARTY.

19.2 ANY COMMUNICATIONS OR CONTRACTS RELATING TO THIRD PARTY SERVICES, PAYMENT FOR AND DELIVERY OF THIRD PARTY SERVICES, ARE EXCLUSIVELY BETWEEN YOU AND THE RELEVANT THIRD PARTIES. YOU AGREE NOT TO HOLD US LIABLE FOR ANY LOSS OR DAMAGE INCURRED AS THE RESULT OF ANY SUCH CONTRACTS, COMMUNICATIONS OR OTHER DEALINGS OR THE PRESENCE OF SUCH THIRD PARTIES ON OUR WEBSITE.

20. GENERAL PROVISIONS

20.1 YOU ACKNOWLEDGE AND AGREE THAT:

(A) THESE TERMS, CONSTITUTE THE ENTIRE COMPLETE AND ONLY AGREEMENT BETWEEN US IN RELATION TO ITS SUBJECT MATTER, AND REPLACES AND EXTINGUISHES ALL PRIOR UNDERTAKINGS, ARRANGEMENTS, UNDERSTANDINGS OR STATEMENTS OF ANY NATURE, WHETHER ORAL OR WRITTEN, WITH RESPECT TO SUCH SUBJECT MATTER; AND

(B) EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS ALL WARRANTIES, REPRESENTATIONS OR AGREEMENTS, WITH RESPECT TO YOUR ACCESS TO OUR WEBSITE, THE PROVISION OF THE SERVICES OR OTHERWISE, WHETHER ORAL OR IN WRITING AND WHETHER EXPRESS OR IMPLIED, EITHER BY OPERATION OF LAW, STATUTORY OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

20.2 THE PARTIES DO NOT INTEND THAT THESE TERMS BE ENFORCEABLE BY ANY PERSON THAT IS NOT A PARTY TO THESE TERMS INCLUDING UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999.  

20.3 THESE TERMS ARE PERSONAL TO YOU AND YOU SHALL NOT ASSIGN, TRANSFER, MORTGAGE, CHARGE, SUBCONTRACT, DECLARE A TRUST OVER OR DEAL IN ANY OTHER MANNER WITH ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THESE TERMS UNLESS WE AGREE OTHERWISE IN WRITING AT OUR SOLE DISCRETION. 

20.4 WE MAY AT ANY TIME ASSIGN, TRANSFER, NOVATE, MORTGAGE, CHARGE OR DEAL IN ANY OTHER MANNER WITH ANY OR ALL OUR RIGHTS AND OBLIGATIONS UNDER THESE TERMS, INCLUDING BUT NOT LIMITED PARTIAL ASSIGNMENT. WE MAY SUB-CONTRACT ANY OF OUR OBLIGATIONS UNDER THESE TERMS.

20.5 IF ANY PROVISION (OR PART OF A PROVISION) OF THESE TERMS IS FOUND BY ANY COURT OR ADMINISTRATIVE BODY OF COMPETENT JURISDICTION TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE OTHER PROVISIONS SHALL REMAIN IN FORCE.

20.6 IF ANY INVALID, UNENFORCEABLE OR ILLEGAL PROVISION WOULD BE VALID, ENFORCEABLE OR LEGAL IF SOME PART OF IT WERE DELETED, THE PROVISION SHALL APPLY WITH WHATEVER DELETION ORMODIFICATION IS NECESSARY TO THAT EFFECT.

20.7 NO FAILURE OR DELAY BY A PARTY TO EXERCISE ANY RIGHT OR REMEDY PROVIDED UNDER THESE TERMS OR BY LAW SHALL CONSTITUTE A WAIVER OF THAT OR ANY OTHER RIGHT OR REMEDY, NOR SHALL IT PREVENT OR RESTRICT THE FURTHER EXERCISE OF THAT OR ANY OTHER RIGHT OR REMEDY. NO SINGLE OR PARTIAL EXERCISE OF SUCH RIGHT OR REMEDY SHALL PREVENT OR RESTRICT THE FURTHER EXERCISE OF THAT OR ANY OTHER RIGHT OR REMEDY.

20.8 NOTHING IN THESE TERMS IS INTENDED TO, OR SHALL BE DEEMED TO, ESTABLISH ANY PARTNERSHIP OR JOINT VENTURE BETWEEN YOU AND US, CONSTITUTE ANY PARTY THE AGENT OF THE OTHER PARTY, OR AUTHORISE ANY PARTY TO MAKE OR ENTER INTO ANY COMMITMENTS FOR OR ON BEHALF OF THE OTHER PARTY.

20.9 EACH PARTY AFFIRMS AND REPRESENTS THAT IT IS ACTING ON ITS OWN BEHALF AND NOT FOR THE BENEFIT OF ANY OTHER PERSON.

20.10 THESE TERMS, THEIR SUBJECT MATTER AND THEIR FORMATION (AND ANY NON-CONTRACTUAL DISPUTES OR CLAIMS) ARE GOVERNED BY ENGLISH LAW. WE BOTH AGREE TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF ENGLAND AND WALES.

2. Notices

2.1 Any notice required to be given under these Terms shall be in writing and shall be delivered: (i) by hand; (ii) or sent by pre-paid first-class post; (iii) or recorded delivery post to the registered address of the other party, or to such other address as may have been notified by that party (e.g. the contact details you include in your Order); (iv) by email, by us only, to your email address specified on your Service Order From or as otherwise notified to us in writing.

2.2 notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. Any communication by email shall be deemed to have been made on the Business Dayon which the notice is first stored in the recipient’s electronic mail-box.