Terms & Conditions of Use
These Terms & Conditions of Business and the Subscription Agreement regulate the manner in which We provide You with the Service.
1.The following terms shall have the following meanings: (1) We shall refer to Emap Media Limited (the publishers of MEED and MEED Projects) and references to “Us” and “Our” shall be construed accordingly (2) You shall refer to the legal person that has requested the Services be provided as described in the Subscription Agreement and references to “Your” shall be construed accordingly (3) Agreement Date = the date on which We accept Your request to receive the Services which will be when We have received and accepted Your Subscription Fee (4) Subscription Agreement = Your request to receive the Services in Our agreed form and Your declaration of authority to do so. (5) Copying = any form of copying process, including any type of reproduction or making available to the public or storing by electronic means or any duplication or translation into any language (and ‘Copy’ shall have a corresponding meaning) (6) Information = the information provided to You by Us as part of the Service and whether transmitted in hard copy, electronic, online, disk or other form of media (7) Intellectual Property Rights (IP Rights)= all patents, copyrights, database rights, design rights, trade marks, service marks, trade secrets, know-how and any other intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world (8) Service = Our MEED Projects database service (9) Subscription Fee = the amount described as such on the Subscription Agreement which will be the annual subscription fee for Our provision of the Service for the Subscription Period to You (10) Subscription Period = the period of 12 months starting on the Agreement Date and ending on the day before the first anniversary of the Agreement Date (11) Passwords = any usernames and/or passwords used by Nominated Users or Additional Users to access the Service (12) Nominated User = the person that You indicate on the Subscription Agreement to receive the Service and be responsible for Your use of the Service (13) Additional Users = individuals other than the Nominated User that are either Your employees or employees of Your parent company or Your wholly-owned subsidiary and that You indicate on the Subscription Agreement are to receive the Service or who We subsequently agree (at our absolute discretion) may receive the Service
2. The Subscription Agreement will come into force on the Agreement Date and We will supply the Nominated User with the Service, a subscription to MEED Magazine and a subscription to the MEED.com website for the duration of the Subscription Period subject to these Terms & Conditions of Business. In addition, provided that all relevant Subscription Fees have been paid, We will provide the Service to any Additional Users until the end of the Subscription Period subject to these Terms & Conditions of Business. We may send You a reminder and notice of the expiry of the Subscription Period with an offer for You to re-subscribe for a further subscription period.
3. The Subscription Fee must be paid before the Service can commence. Our quoted prices are exclusive of VAT & of any other taxes, which may apply to the supply of the Service. Furthermore, Our quoted prices are exclusive of any bank charges levied on Us for the conversion or transfer of any payments which will be payable by You in addition. Any applicable taxes will be payable by You with the Subscription Fee. We reserve the right to calculate interest on late payments by any other method permitted by statute and We reserve the right to end Your Subscription Period early in order to re-coup any unpaid bank charges owed to Us.
4. We will enable the Nominated User’s access to the Service as soon as reasonably practicable after the Agreement Date which is normally no more than 5 working days thereafter. We will enable any Additional User’s access to the Service as soon as reasonably practicable after we agree to Provide the Service to them and any additional Subscription Fees have been paid. We reserve the right to change the format, frequency, presentation and content of the Service and/or the Information without reference to You. You will not be entitled to upgrade the Service You receive unless We agree to amend your subscription in which case We reserve the right to recalculate the fee payable.
5. By supplying You with the Service We are granting You a non-transferable, non-exclusive licence to use the Information subject to these Terms & Conditions of Business. These Terms & Conditions of Business allow You restricted use of the Information only by the Nominated User and any Additional Users at one office site. This Agreement is personal to You, the Nominated User and any Additional Users. Neither You nor the Nominated User and/or any Additional Users may assign sub-licence, sub-contract, or transfer or otherwise dispose of any of Your/Their rights or obligations under this Agreement without Our prior written consent (which We may withhold without giving reasons and in Our absolute discretion). If You are a corporate body, then, except to the extent that we have permitted any Additional Users to receive the Service, other corporate bodies which are associated with You (including, for example, sister, parent, subsidiary, branch offices or other group companies) must make their own arrangements with Us for the supply of the Service and use of the Information. You must not disseminate Information to or share Information with corporate bodies that are associated with You by use of an Intranet or any other means without Our prior written consent. We may assign Our rights in the Service, the Information and Our Agreement with you at any time.
6. You confirm and agree (as appropriate) that:
6.1 the information that You have provided on the Subscription Agreement is accurate and correct: and
6.2 (1) the Information, the Service and all IP Rights in/or relating to the Information and the Service are and shall remain Our property (and/or that of Our licensors) during the Subscription Period and afterwards; (2) neither You, nor the Nominated User or any Additional Users will use the Information or the Service to create an independent database for use by anyone other than Yourself, the Nominated User or any Additional Users without Our prior written consent; (3) You will not provide any part of the Information to any third parties (other than any Additional Users) without Our prior written consent; (4) the Information includes Our valuable trade secret and confidential information that You will hold and treat accordingly; (5) You will be held legally responsible for any breach of these Terms & Conditions of Business or the Subscription Agreement by You, the Nominated User or any Additional Users; (6) You will be held legally responsible for any infringement of any IP Rights in the Service or the Information by You, the Nominated User, any Additional Users or any third party that is caused or encouraged by Your/their failure to abide by these Terms & Conditions of Business: and
6.3 You will at all times: (1) ensure that the Nominated User, all Additional Users and Your employees are made aware of and comply with the terms of these Terms & Conditions of Business and only disclose or permit the disclosure of the Information to Your employees on a need to know basis; (2) use the Information solely for Your own internal data processing requirements and only in the course of Your business; (3) keep exclusive possession of and control over the Information that You download (4) ensure that the Nominated User and all Additional Users keep exclusive possession of and control over the Information that they download (5) ensure that the Nominated User and all Additional Users keep the Information and Passwords confidential and not disclose them or in any way make them available in whole or any part to any third party (6) effect and maintain adequate security measures to safeguard the Information and Passwords from access or use by any third party (7) notify Us immediately You become aware of any unauthorised disclosure, use or Copying of the Information or Passwords (8) maintain and provide to Us upon request a complete and accurate record of the use made of the Information and Passwords supplied to the Nominated User and all Additional Users by Us (9) comply with all reasonable requests that We make to You to establish and maintain a compliance system to monitor Your use of the Information or Service; and
6.4 all Information should only be used as a single factor to assist in the making of a business decision by You, the Nominated User, and all Additional Users and not as the sole basis for such a decision, the allocation of risk in these Terms & Conditions of Business reflects the amount of the Subscription Fee paid by You and also the fact that it is not within Our control how You, the Nominated User, and all Additional Users reach Your/their decisions and for what purposes You/they use the Service and the Information, it is Your/their responsibility to insure against and/or make provision for any direct, consequential, incidental, economic or special damage loss of any kind (including without limitation loss or profits, failure to achieve anticipated savings, loss of contracts, loss of goodwill, business interruptions, loss of or corruption to data or server down time) that may result from Your/their use of the Information and the Service; and
6.5 You will not, nor knowingly permit anyone to, (1) remove, interfere with or add to any of the trade marks, trade names, markings or notices affixed to or contained in the Service and/or the Information (2) use , any of Our trade marks or logos (3) create a competing product/service from any of the Information that We supply to the Nominated User or any Additional Users ; and
6.6 if We suspect that You, the Nominated User or any Additional Users are acting in breach of these Terms & Conditions of Business then We (or Our agents) shall have the right to enter Your premises, or premises under Your control (and for these purposes You confirm that We may treat the business premises of the Nominated User and all Additional Users as being under Your control), during normal business hours upon 30 minutes written notice served personally upon You, for the purpose of investigating such breach in these circumstances We shall have the right to take copies and/or photographs of any evidence of breach. (Which right and power You agree is fair and reasonable and is only for the legitimate and necessary protection of Our business interests); and
6.7 in the event that You, the Nominated User, or any Additional Users breach Your/their obligations under these Terms & Conditions of Business then (1) We may suspend or terminate the Nominated User’s or any Additional Users’ access to the Service (2) You will fully compensate Us for any loss or damage whatsoever (including costs, penalties, interest and any necessary payments made in order to settle or compromise any claim) which We suffer or incur directly or indirectly as a result or in respect of Your, the Nominated User’s, and all Additional Users’ breach; and
6.8 following termination of this Agreement (for whatever reason) You must within 7 days of receiving written notice from Us to do so, either destroy or return to Us all Information in Your possession or under You control, ensure that all Information in the possession or under the control of the Nominated User or any Additional Users is either destroyed or returned to Us and, if requested to do so by Us, certify to Us in writing that You/they have complied with Our notice; and
7. LIMITATION OF OUR LIABILITY – IMPORTANT.
YOU (AND WE) ACCEPT AND AGREE THAT:
7.1 whilst We will use reasonable endeavours to ensure that the Information is accurate We will not be liable for any loss arising as a result of any reliance placed on the Information by You, the Nominated User, and any Additional Users (or any third party) whether due to inaccuracy, omission or otherwise; and
7.2 from time to time as a result of maintenance, server downtime or third party action, the Service may be temporarily unavailable and that We will not be in breach of Our obligations to You, the Nominated User, and all Additional Users under these Terms & Conditions of Business in the event of any such failure to provide the Service provided that, where possible, We will take reasonable steps to inform You in advance of any such downtime that We are aware will occur; and
7.3 whilst We will use reasonable endeavours to ensure that the Service and any communications provided to You, the Nominated User, and all Additional Users are provided virus-free, it Your/their responsibility to protect Your/their computers, systems and networks from the introduction of computer viruses and other programs or files that can cause damage and We will not be liable for any loss that is caused by any computer viruses or other programs or files that can cause damage that are introduced onto any computers as a result of Your, the Nominated User’s, and all Additional Users’ use of the Service except where such viruses are deliberately introduced by Us; and
7.4 save as set out above, We make and You, the Nominated User, and all Additional Users receive no other warranties, conditions or representations, express or implied, statutory or otherwise in respect of the Service, and without limitation the implied terms of satisfactory quality and fitness for a particular purpose are excluded; and
7.5 except as provided under Clause 7.6 below, Our total liability to You for any breach of any term of this Agreement shall not exceed the amount of the Subscription Fee; and
7.6 nothing in these Terms & Conditions of Business shall serve to restrict either Our or Your liability for death or personal injury caused by Our/Your negligence.
8. TERMINATION
8.1 We may terminate this Agreement immediately if (1) You, the Nominated User, or any Additional Users commit material persistent breaches of Your/their obligations under this Agreement which are incapable of being remedied by You or (2) You fail to remedy persistent breaches which are capable of being remedied within 14 days of receiving written notice from Us requiring You to remedy the extent of those breaches or (3) You are unable or admit Your inability to pay Your lawful debts as they fall due, whether under this Agreement or otherwise or (4) a receiver, encumbrances, trustee in bankruptcy, administrative receiver, liquidate or administrator or other insolvency practitioner is appointed over all or any of Your assets or undertaking.
8.2 Either We or You may terminate this Agreement at any time by giving the other written notice and if the Agreement is terminated in this way You will not be entitled to any refund of the Subscription Fee and shall remain liable to Us for the full amount of the Subscription Fee.
9. GENERAL
9.1 The Subscription Agreement and these Terms & Conditions of Business together with any other documents specifically confirmed by Us in writing as forming part of the contract constitute this Agreement and are the entire agreement and understanding between the parties with respect to the subject matter of the Agreement.
9.2 If at any time any provision (including a part of any provision) of this Agreement is or becomes invalid or illegal in any respect, such proven (or part of such provision) shall be deemed to be severed for this Agreement but the validity, legality and enforceability of the remaining provisions of the subscription agreement shall not be affected or impaired.
9.3 Any failure or delay by Us in enforcing any of the terms and conditions of this Agreement shall not be construed as a waiver of any of them.
9.4 Any termination of this Agreement shall not affect any accrued rights and obligations of either party, which rights and obligations shall remain in force where they are by implication intended to do so. Our rights shall survive beyond termination of this Agreement.
9.5 This Agreement is governed by and shall be constructed in accordance with English law. We, You, the Nominated User, and all Additional Users hereby submit to the exclusive jurisdiction of the English courts save that We shall be free to bring an action to recover any debt arising from You in any other jurisdiction.
MEED is part of Emap Ltd. Registered Office: Greater London House, Hampstead Road, London NW1 7EJ. Registered in England and Wales, no. 537204
