PARTIES:
(1) 45one.com Limited (company number 3899308) whose principal place of business is at 56 Russell Square, London, WC1B 4HP ("the451").
(2) You, the party to this Agreement ("you").
1. DEFINITIONS
(1) "Agreement" means the provisions of this agreement.
(2) "Licensed Content" means the information and data provided to you by the451 pursuant to this Agreement.
(3) "Intellectual Property Rights" means patents, trademarks, design rights and copyright, whether registered or not, and anything related thereto or similar from time to time; information relating to the451's business and method of operation; information provided to the451 by third parties; and any information provided by the451 through the Services or pursuant to its operation including without limitation any profiles created by the Services.
(4) "Service Fee" means the standard fees payable for the use of the Services, if applicable and as amended from time to time.
(5) "Service" means the provision of Licensed Content (which includes without limitation certain data, news feeds and other services) provided on the Website or as an electronic data feed to you by the451.
(6) "Website" means the the451 website generally.
2. LEGALLY BINDING TERMS AND CONDITIONS
2.1 Please read these terms and conditions very carefully before using the Service. This is a legally binding agreement between the451 and you establishing the terms and conditions under which you may have access to and use of the Service.
2.2 The Service may be restricted by law in certain countries. It is your responsibility to determine what those restrictions are and to observe them.
3. BASIS OF USE
3.1 Upon acceptance of these terms and conditions you will have a non-exclusive limited right to use the Service, which shall include a licence to use Licensed Content and any material downloaded from the Website or provided via the Service primarily for your personal use only, unless and to the extent that other conditions apply to the use of that material.
3.2 FOR THE AVOIDANCE OF DOUBT YOU MAY NOT REDISTRIBUTE, COPY OR CIRCULATE THE LICENSED CONTENT OR ANY PART THEREOF, WHETHER ELECTRONICALLY OR OTHERWISE, TO COLLEAGUES, CLIENTS, CUSTOMERS OR ANY OTHER PARTIES, OR RETAIN OR STORE ANY ITEMS IN ANY ARCHIVAL OR RETRIEVAL SYSTEMS UNLESS THE451 HAS EXPRESSLY AGREED TO THIS IN WRITING IN ADVANCE.
3.3 the451 has the right to revoke your right to use the Service at any time or to remove Licensed Content or any part thereof from the Service or from the scope of the licence without further notice. the451 makes no representation that the Licensed Content or the Service is appropriate or available for use in countries other than the United Kingdom.
3.4 You agree not to use the Service to either directly or indirectly prejudice the451's interests and/or the Service in any way.
3.5 the451 shall make the Service available to you in such form as it reasonably deems appropriate from time to time. It shall be your responsibility to install and obtain appropriate licences for any software you require in order to access the Licensed Content or to use the Service and to ensure that such software and any hardware is operating properly at all times.
3.6 the451 shall make the Service available to you via such electronic or other means as it reasonably determines appropriate from time to time, including with the assistance of or through third party service providers. the451 reserves the right to replace any of its service providers with others and to amend the Service as necessary to accommodate any changes in the underlying technology or as required by its service providers. the451 shall not be liable for the payment of any telephone or other access charges payable to third parties and incurred by you through your use of the Service.
3.7 the451's support obligations shall be limited to providing a limited telephone helpline for your use during the hours of 9am to 5pm in the United Kingdom and the USA (GMT and PST respectively) for dealing with general enquiries and the use of the Service.
3.8 Where the Service includes information relating to the prices of any product or service the451 has the right to change any such pricing information at any time without notice.
3.9 the451 will use its reasonable endeavors to try and ensure that all pricing information is accurate and up to date and any product or service information relating to sizes, measurements, quantities and all other specifications and information is approximate and given for the purpose of guidance only. Any errors in the aforesaid are subject to the exclusion on liability set out herein and you should not rely on pricing information as being accurate or up to date but should independently verify the same.
3.10 Supplying information relating to products and services through the Service or the Website does not constitute an offer to sell, or an offer to sell at a particular price or quantity, such products or services. All orders must be confirmed by the451 first.
4. PAYMENT TERMS
4.1 Where a payment is due under this Agreement and is not paid within 30 days of the date of payment, then it shall be considered overdue and remain payable together with interest for late payment from the date payable both before and after any judgement at the rate of 4% per annum above the base rate for the time being of HSBC Bank plc. This interest will accrue on a daily basis and be payable on demand.
4.2 Notwithstanding the above provision for late payment, the451 may at its option, and without prejudice to any other remedy at any time after payment has become due temporarily suspend operation of this Agreement or the Service until such time as the payment is made in full.
5. TITLE AND COPYRIGHT
5.1 the451 or its licensors are the owners of all Intellectual Property Rights in relation to the Service and the Website, and the451's trademarks (whether registered or not). Except to the extent permitted by the licence granted under this Agreement, you may not copy, download, forward, distribute or publish (including by any means of electronic dissemination) the Licensed Content in any way without the prior written consent of the451, nor may you use the451's trademarks without its prior written consent.
5.2 In relation to any information (other than personal data which is subject to clause 6 below) or materials which you submit to the451 or make available via the Website or the Service, you hereby grant to the451 a world-wide royalty-free perpetual licence to use the intellectual property rights in such information or materials for any purpose it deems reasonable including, without limitation, the copying, transmission, distribution and publication thereof, unless restricted by applicable laws.
5.3 You acknowledge that the content of the foregoing provisions in relation to intellectual property rights shall not limit any specific provisions set out in the individual terms and conditions applicable to particular products and services offered on or through the Website or the Service.
5.4 You will ensure that anyone who is permitted by you to use the Service adheres to this Agreement and is in particular advised that the Website and the Service contain confidential information of the451 and certain third parties, and that all Intellectual Property Rights in it vest in and are the property of the451 and/or third parties as the case may be. If such third party use is not approved by the451 in writing then you agree to assume primary responsibility for the actions of that third party and nothing in this clause shall be deemed to confer on such third parties a right to use the Service.
5.5 You hereby agree to indemnify the451 in full for any loss, harm, damages or costs which arises as a result of the breach of this clause 5 by you, or those whom you permit to use the Service.
6. DATA PROTECTION ACT, PRIVACY AND SECURITY
6.1 you hereby acknowledge that in using the Service the451 will log various usage and statistical information about your use of the Service ("the Data").
6.2 You expressly agree to the processing and/or disclosure of the Data by the451, whether it contains personal data or not, for the purposes of generating statistical and or aggregate usage information provided that your identity is not disclosed to third parties thereby.
6.3 the451 accepts no liability or responsibility for the use made of the Services by you and, in particular but without limitation, Licensed Content or the content of any other information. You agree to comply, in your use of the Service, with applicable data protection and privacy laws.
6.4 The details which you provide to the451 and information that you may be requested to provide on the Website or via the Service may be transferred and used within the451 group of companies and its associated companies, and you agree that it may also be disclosed by the451 to any third party service providers and agents acting on the451's behalf in order to provide the Service. For the purposes of this clause 6 "the451" shall be deemed to include the451's holding and subsidiary companies and any other companies or entities associated with it.
6.5 the451 may offer to you valuable services on the Website. These services may involve the collation of information provided by you and such information may be used in order to enable the451 to build a user profile.
6.6 the451 may place certain information automatically onto the your computer's hard drive when using the Service or the Website, which will be in the form of a "Cookie" or similar file.
6.7 the451 may from time to time contact you or send you information about new services and or products. the451 will not disclose your personal data to third parties without your prior consent.
6.8 If you would like the451 to delete the information that has been supplied by you and which is currently held in its records, please contact the451 by sending an e-mail to [email protected], although this may restrict the provision of the Service.
6.9 By accepting these terms and conditions in the manner set out in this clause 6 you consent to the use (including processing and storage) and transfer of the Data and other information referred to in this section for the purposes set out in this clause 6.
6.10 While every endeavour is used to secure the Website and the Services, including the application of industry standard security procedures and systems, given the nature of the Service and the Internet generally the451 cannot warrant that the Service, the Data and the Website will be free from intrusion nor will it be totally secure.
7. the451's WARRANTY
7.1 the451 does not provide any warranties in respect of the accuracy, operation or usefulness of the Service nor does it warrant that its operation will be uninterrupted or error free.
7.2 The above constitutes the only warranty provided by the451 in respect of the Service. The obligations and liabilities of the451 in this Agreement are in place of, and you accordingly waive, in so far as it is permitted to do so by law, all implied guarantees and warranties including without limitation any warranty of merchantability or fitness for a particular purpose whether or not any specific purpose has been notified to the451 by you.
7.3 the451 does not warrant the accuracy or completeness of information provided to it by third parties or otherwise nor that it is current or up to date. You specifically agree that you will rely on the Service or the Licensed Content for general information purposes only and, in particular, shall not use the Service for providing any services to third parties. Use of the Service other than for general information purposes shall be at your sole risk and responsibility and you hereby agree to indemnify the451 in full for any claims, loss or damage brought against or suffered by the451 as a result of your failure to comply with this clause.
7.4 the451 shall endeavour to perform its obligations under this Agreement with reasonable care and skill but accepts no liability for the accuracy or completeness of any information provided to it and used in good faith.
8. MODIFICATIONS AND RESERVATIONS
8.1 the451 reserves the right to make improvements, substitutions, modifications or enhancements to any part of the Service or remove any part thereof.
9. INDEMNITIES AND LIMITS OF LIABILITY
9.1 the451 MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) IN RELATION TO THE SERVICE AND THE WEBSITE OR ITS CONTENT AND the451 EXCLUDES (TO THE EXTENT PERMITTED BY LAW) ALL SUCH WARRANTIES.
9.2 THE CONTENT CONTAINED ON THE WEBSITE OR PROVIDED VIA THE SERVICE IS FOR GENERAL INFORMATION ONLY. ANY ADVICE OR INFORMATION RECEIVED SHOULD NOT BE RELIED UPON AS BEING CORRECT OR ACCURATE AND IT IS YOUR RESPONSIBILITY TO VERIFY INDEPENDENTLY SUCH MATTERS FROM PRIMARY SOURCES OF INFORMATION AND BY TAKING SPECIFIC OR FURTHER PROFESSIONAL ADVICE.
9.3 EXCEPT IN THE CASE OF DEATH OR PERSONAL INJURY ARISING FROM the451's OWN NEGLIGENCE OR FOR FRAUD, the451 EXCLUDES ALL LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE FOR INDIRECT LOSSES, CLAIMS, DAMAGES, EXPENSES OR PROCEEDINGS; SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE; LOSS OF PROFITS; AND WASTED MANAGEMENT TIME INCURRED OR SUFFERED BY YOU ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE SERVICE OR THE WEBSITE, OR DUE TO ANY UNAVAILABILITY OF PART OR ALL OF THE SERVICE, WEBSITE OR ANY CONTENT OR ASSOCIATED SERVICES. IN ALL OTHER INSTANCES the451's LIABILITY IN AGGREGATE SHALL BE LIMITED TO THE LESSER OF THE TOTAL AMOUNT PAID BY YOU IN RESPECT OF THE SERVICES IN THE PRECEDING TWELVE MONTH PERIOD OR £5,000 FOR ANY CLAIM OR SERIES OF CONNECTED CLAIMS.
10. LINKS TO OTHER INTERNET WEBSITES
10.1 the451 aims to provide a high quality of service to you through the Service and its Website and for information and convenience the451 may from time to time provide links to other Internet websites. The inclusion of such hyperlinks, however, does not imply any endorsement of those websites or the contents of those web sites, nor does it imply that your use thereof will not infringe any third party's rights.
11. MIS-USE OF THE SERVICE AND THE WEBSITE
11.1 You agree not to use or to permit another to use the Service:
11.1.1 in any way (including without limitation posting content) which is defamatory, offensive, abusive, indecent, obscene or menacing or which breaches any intellectual property rights or obligation of confidence or which is otherwise illegal or unlawful; or
11.1.2 to cause annoyance, inconvenience or needless anxiety to any other person which is in violation of any applicable law or regulation (in any jurisdiction in the world) having the force of law; or
11.1.3 to introduce a virus or other disruptive program or otherwise disrupt or impair the Service or the Internet generally; or
11.1.4 in breach of this Agreement.
11.2 Without prejudice to its other rights, the451 reserves the right to suspend the provision of the Service and/or to block or remove any e-mails or other postings, content, or equivalent if the451 has reason to believe that clause 11.1 above has not been complied with, that you are unlikely to comply with it or to ensure compliance, or any third party has cause to believe or complain of the same.
12. INDEMNITY
12.1 You agree to fully indemnify the451 from and against:
12.1.1 all liabilities, demands, losses, costs, damages and actual expenses (including reasonable legal fees) suffered or incurred by or awarded against the451 in consequence of or arising out of any of your actions which are inconsistent with, or are in breach of, your obligations under this Agreement, any relevant national or international laws or regulations or arising out of your negligence; and
12.1.2 all and any claims and legal proceedings together with all liabilities, demands, losses, costs, damages and expenses (including but not limited to reasonable legal fees) arising from the lawful provision of the Service to you or your contractual or other arrangements with third parties relating to this Agreement which are brought or threatened against the451 by any other person.
12.2 Without prejudice to the451 other rights and remedies, you agree to indemnify the451 and keep the451 fully indemnified from and against all losses, costs (including but not limited to all reasonable legal expenses and any cost of enforcement), liabilities, claims, damages and expenses that may be incurred or suffered by the451 as a result of or arising out of or in any way connected with your use of the Service in breach of this Agreement, and the foregoing shall include, but not be limited to, any claim of defamation, libel, slander, obscenity, invasion of privacy or any allegation thereof or infringement or alleged infringement of copyright, trademark, moral right or patent or of obligations of confidence or any other claims anywhere in the world brought by third parties or any failure by you to meet any third party obligations. This clause 12 shall survive termination of this Agreement.
13. TERMINATION
13.1 This Agreement and your right to use the Service may be terminated by the451 at any time without cause or notice except that where you have paid for the Service in advance and you are not in default under this Agreement the451 will reimburse a proportion of the fees paid which reflects the term of the Service paid for but no longer usable as a result of such termination.
13.2 Any termination of this Agreement will be without prejudice to any other rights or remedies of the451 under this Agreement or at law and will not affect its accrued rights prior to the date of termination.
14. ANCILLIARY PROVISIONS
14.1 SEVERABILITY: If any of the provisions or part of a provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions or provision will not be prejudiced unless the substantive purpose of this Agreement is then frustrated, in which case either party may terminate this Agreement forthwith on written notice.
14.2 WAIVER: No forbearance or delay by either party in enforcing its respective rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.
14.3 ASSIGNMENT: You may not assign this Agreement or any benefits or interests arising under this Agreement without the prior written consent of the451.
14.4 NOTICES: Any notice required to be given under this Agreement by either party must be in writing and in the English language, and may be delivered either personally or by first class post in the United Kingdom and in the case of post will be deemed to have been received 7 working days after the date of posting. Notices will be delivered to the principal place of business of either party or to any other address notified in writing by either party to the other for the purpose of receiving notices after the date of this Agreement.
14.5 FORCE MAJEURE: Neither party shall be liable for any delay in performance or failure to perform its obligations (other than a payment obligation) under this Agreement due to any cause outside its reasonable control. Such delay or failure shall not constitute a breach of this Agreement and the time for performance of the affected obligation shall be extended by such period as is reasonable.
14.6 THIRD PARTY RIGHTS: Permitted Third Parties and other third parties shall have no rights under the Contracts (Rights of Third Parties) Act 1999.
14.7 GOVERNING LAW AND JURISDICTION: This Agreement (and accordingly all visits to this WebSite) shall be governed by English Law and the parties submit to the non-exclusive jurisdiction of the English Courts
© Copyright the451 2000 ALL RIGHTS RESERVED.