World Retail Congress
Terms of Business
These are the terms and conditions that govern your use of World Retail Congress and associated products and services.
Please be sure to read them carefully.
1 Contract Formation
1.1 The terms on which we will provide Services and/or Deliverables to you are captured in writing on an Order Form.
1.2 Whichever is earlier of you signing an Order Form, completing an online registration form and clicking “accept” or similar assent where applicable, is your offer to purchase the Services and/or Deliverables from us on these Terms (an “Offer”). Where an individual representative of your organisation signs an Order Form, completes an online registration form or gives similar assent, you confirm that they have the authority to do so on your behalf. Our signing of an Order Form, sending of a confirmation email or supplying Services and/or Deliverables (which includes any necessary preparatory work) to you in accordance with the Order Form is acceptance of your Offer (“Acceptance”) and creates a binding contract consisting of the Order Form and these Terms (the “Contract”).
1.3 No other terms and conditions, (including, without limitation, your own terms, the pre-printed terms on the back of any PO, or those implied), will apply to this Contract unless we have agreed in writing.
1.4 You and we may in future agree terms on which we will provide additional Services and/or Deliverables to you. We will capture any such terms in an additional order form. We may agree that the General Provisions of these Terms will apply to the contract created pursuant to such additional order form.
2 Term and Termination
2.1 A Contract starts on the Start Date specified in the Order Form (the “Start Date”) and will continue until the earlier of:
2.1.1 the specific end date included in the Order Form (if any);
2.1.2 termination by notice in accordance with any specific provisions of the Order Form (if any); or
2.1.3 termination in accordance with these Terms.
2.2 Neither party is entitled to terminate, delay, suspend or vary a Contract other than in accordance with these Terms.
2.3 A party may immediately terminate a Contract by giving the other party written notice if the other party materially or repeatedly breaches the terms of that Contract, and, (where the breach(es) are capable of remedy), fails to remedy such breach(es) within 30 days of receiving written notice requesting remedy of the breach(es).
2.4 A party may immediately terminate a Contract if the other party is subject to an Insolvency Event.
3 Our warranties
3.1 We warrant that:
3.1.1 we will use reasonable skill and care in providing the Services and Deliverables;
3.1.2 the Services and Deliverables will conform to any applicable industry standard;
3.1.3 the Services and Deliverables will comply with any applicable law;
3.1.4 we will meet or exceed any service levels in the Order Form; and
3.1.5 the Services and Deliverables will conform with any specification in the Order Form (a “Specification”).
4 Fees and Payment
4.1 Unless otherwise agreed in writing as part of a Contract, we may invoice you for Services and Deliverables in full and in advance.
4.2 You must pay each undisputed invoice:
4.2.1 by the date agreed in the Contract; or
4.2.2 if no such date has been agreed, within 30 days of the date of the invoice.
4.3 You are not entitled to set-off any amount we owe you against any amount you owe us.
4.4 A party may charge the other interest on any late payments. Interest accrues each day from the original due date for payment until the actual date the overdue amount is paid at a rate equal to the lesser of 1.0% per month and maximum rate permitted by applicable law.
4.5 You must reimburse us for any reasonable costs and expenses we incur in recovering any late payments from you. On your written request we will provide evidence of such costs and/or expenses.
4.6 We may suspend the provision of any Services or access to any Deliverables if you owe us anything, from 14 days of the date the debt became overdue.
4.7 On termination of a Contract anything you owe us in relation to the Contract will become due immediately. We may recover from you any costs we incur in collecting overdue monies from you.
4.8 Amounts payable by you in relation to a Contract are exclusive of VAT, sales, use and any similar taxes unless expressly agreed in writing as part of the Contract. If you do not pay such taxes you will be responsible for their payment to relevant authorities. We reserve the right to collect taxes and our reasonable costs of collection from you at any time, except with respect to any taxes based on our net income. In certain jurisdictions, we may be required to collect and remit sales tax in connection with your purchase of Services and Deliverables. Any such taxes will be added to the fees and reflected on your invoice.
4.9 Following the first anniversary of the Start Date, but not more than once in each year of a Contract, we may automatically increase any fees by an amount equal to the greater of (i) 3.5% or (ii) the percentage increase in the Applicable Price Index in the preceding year.
5 Incorporation of Website Terms
6 Intellectual property
6.1 All Intellectual Property Rights in anything we supply are our property and will not transfer to you by Contract.
6.2 We grant you a non-transferable, non-exclusive, non-assignable, revocable, world-wide, royalty free limited license, without the right of sub-license, to access and use the Services and Deliverables for your own internal purposes during the term of the Contract.
6.3 Any rights not expressly granted herein are reserved by us. To the extent that you acquire any right, title, or interest in or to any Ascential Property (other than with respect to such limited license), you hereby assign and convey all such right, title and interest therein to us.
6.4 We acknowledge that the Customer Materials are your property and that you own all Intellectual Property Rights in and to the same.
6.5 You agree that we (including our Affiliates) may freely use any data (including the Customer Materials) which we learn, acquire or obtain in connection with the performance of a Contract to improve the quality of our services and deliverables.
6.6 We indemnify you against any loss, damages or reasonable costs you incur in connection with claims, demands, suits, or proceedings made or brought against you by a third party claiming that the Deliverables infringe the Intellectual Property Rights of a third party (a "Claim"); provided, however, that we will not have any liability to indemnify you for a Claim to the extent the alleged infringement arises from: (i) changes to the Deliverables made at your specific written direction; (ii) your failure to use new or corrected versions of the Deliverables provided by us where you are notified that use of such new or corrected version is necessary to avoid infringement; (iii) the modification of the Deliverables by you or any third-party on your behalf other than as expressly contemplated by the Contract without our written consent; or, (iv) combination of the Deliverables with systems, materials or software other than as contemplated by the Contract.
6.7 You must:
6.7.1 immediately give us written notice of a Claim (provided that your failure to so notify will not relieve us of our indemnification obligations hereunder except, and only to the extent, that we are prejudiced thereby);
6.7.2 give us full control of the defense and settlement of the Claim (provided that (a) you may participate in the defense at your own expense and (b) we may not settle or defend any Claim unless we unconditionally release you from all liability in relation to that Claim); and
6.7.3 provide us with all reasonable assistance in relation to the Claim at our expense.
6.8 If we believe that a Claim could prevent you from receiving or using all or any part of the relevant Services or Deliverables, we may:
6.8.1 procure the right for you to make continued use of the relevant Services and Deliverables;
6.8.2 replace or modify the Deliverables so that they become non-infringing, as the case may be; or
6.8.3 terminate the relevant Deliverables immediately on written notice to you, and refund to you any pre-payment in relation to such cancelled Deliverables.
6.9 You indemnify us against any loss, damage or reasonable costs we incur in connection with claims made or brought against us by a third party alleging that any Customer Materials infringe the Intellectual Property Rights of the third party. We must:
6.9.1 promptly give you written notice of the claim (provided, that our failure to so notify will not relieve you of your indemnification obligations hereunder except, and only to the extent, that you are prejudiced thereby);
6.9.2 give you full control of the defense and settlement of the claim (provided that (a) we may participate in the defense at our own expense and (b) you may not settle or defend the claim unless you unconditionally release us from all liability in relation to the claim); and
6.9.3 provide you with all reasonable assistance in relation to the claim at your expense.
7 Delivery and your obligation to enable our performance
7.1 You must provide us with such:
7.1.1 access to premises and facilities; and
7.1.2 information, instructions and materials
as we require from time to time to enable us to perform a Contract.
7.2 You agree that to the extent that you cause failure or delay to our performance of any obligation under a Contract, we will not be in breach, nor liable to you for any related loss.
Each party must hold sufficient insurance to cover its potential liabilities under the Contract. This includes (without limitation) any insurance required by applicable law or specified on the Order Form.
9 Compliance with applicable laws including those relating to data privacy
Both parties must comply with all applicable laws in connection with the provision and use of the Services and Deliverables, including but not limited to those related to data privacy and personal data.
10 Anti-Bribery and Sanctions
10.1 Each party warrants that it will:
10.1.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption;
10.1.2 put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet its statutory responsibilities in this regard; and
10.1.3 promptly notify the other party of any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with a Contract.
10.2 We are part of an enlarged corporate group which pledges to trade legally and respect all laws including the Trade Sanctions imposed by EU and US Governments. We operate a Group Sanctions Policy which means that we cannot receive consideration from individuals or organizations based or residing in, or connected with, a country or organization which is subject to EU or US Government sanctions. We may refuse to accept an Offer from or provide Services and Deliverables to any such person or organization for any reason.
10.3 Breach by either party of these Anti-Bribery and Sanctions provisions will be a material breach of a Contract.
11 Consequences of Termination
11.1 Termination of a Contract by either party will not affect the operation of any other Contract between the parties.
11.2 Termination or expiration of a Contract, or any part thereof, will not affect the continuance in force of any provision of the Contract or the relevant constituent part which is expressly or by implication intended to survive termination.
12.1 Nothing in a Contract will operate to exclude or limit a party’s liability for death or personal bodily injury caused by its or its employees or subcontractors’ negligence, or for any fraudulent misrepresentation by any of the foregoing or for any other liability which cannot be excluded or restricted by law, or for any breach by you of the usage restrictions in any Module.
12.2 Subject to the foregoing:
12.2.1 neither party will be liable to the other arising out of or in connection with a Contract for any of the following types of losses, damages, or expenses of any kind arising out of or in connection with that Contract;
(d) lost profits; *
(e) lost revenue*;
(f) lost sales*;
(g) anticipated savings; and
(h) losses, damages, or expenses arising from loss of data;
*Excludes the fees for Services agreed upon in an Order Form
12.2.2 except for indemnity for intellectual property under this Contract, each party’s total aggregate liability to the other arising out of or in connection with a Contract will be limited to two times the amount paid pursuant to the Contract during the twelve (12) month period immediately preceding the event giving rise to the liability; and
12.2.3 neither party will have any liability to the other party for any failure or delay in performing an obligation under a Contract because of any event beyond that party’s or its subcontractors’ reasonable control.
12.3 You are not entitled to rely on the exclusions of liability in this clause to relieve you from liability to pay monies payable to us.
12.4 Each party acknowledges that in entering into a Contract it has not relied on, and will have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in the Contract.
13 Confidentiality and Data Protection
13.1 Each party will ensure that it:
13.1.1 keeps the Confidential Information confidential and does not disclose it to any third party; and
13.1.2 only uses Confidential Information in relation to the Contract,
unless otherwise permitted by these Terms.
13.2 The commitments in clause 13.1 above do not apply to any Confidential Information which was:
13.2.1 publicly available before the Start Date or subsequently becomes publicly available through no failure to comply with the Contract;
13.2.2 already known to a party or is subsequently legitimately disclosed to a party by a third party without legal restriction; or
13.2.3 developed independently by a party without use of or reliance on the Confidential Information received under the Contract.
13.3 A party may disclose the Confidential Information:
13.3.1 to its Affiliates, agents, contractors and suppliers, provided that: (a) those third parties have entered into non-disclosure agreements no less onerous than as set out in these Terms; and (b) the party disclosing Confidential Information to those third parties ensures and is liable for their compliance with these Terms; and
13.3.2 where and to the extent required by applicable law, provided prompt written notice of that requirement is given to the original discloser (where such notice is lawful).
13.4 All Confidential Information disclosed by a party or its Affiliates remains the property of the discloser. Each party must return or, if clearly instructed by the other party, destroy that received Confidential Information remaining in its or its Affiliates' possession or control, within thirty (30) days of written request from the other party. Confidential Information may be retained to the limited extent required as part of securely-held confidential records to be used only to determine and/or comply with legal obligations (including secure electronic backups of these records, which may only be used to replace the permitted records if lost or corrupted).
13.5 Both parties will comply with all the obligations imposed on an independent Data Controllers under the UK Data Protection Legislation, including prompt notification of any potential or actual breach of these obligations. Both parties will always use appropriate technical and organisational measures to protect any of the other party’s Personal Data that is held as part of the Services against loss or unauthorised use or access. Capitalised terms used in this clause 13.5 have the meanings given in the UK Data Protection Legislation in force at the time.
14.1 The terms and provisions of this Contract are intended solely for the benefit of each party hereto and their respective successors and permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.
14.2 The documents comprising the Contract (together with any documents referred to therein or required to be entered into thereunder) contain the entire agreement and understanding between the parties relating to the subject matter of the Contract and supersede all prior agreements, understandings or arrangements (both written and oral) relating to the subject matter of the Contract.
14.3 In the event of conflict or inconsistency between the Order Form, the Module Terms and these Terms, and between any of the foregoing and a document referred to in the Contract, documents will take precedence in the order listed above.
14.4 You represent and warrant that the person executing this Contract has the authority to bind you to the terms hereof. You will require any employee, contractor or agent who accesses the Services or Deliverables to adhere to the relevant terms of the Contract.
14.5 Notices required under Contract will be sent by email to the relevant party’s address on the Order Form or as otherwise agreed in writing for such purpose. Notice by email is deemed effective three hours from transmission.
14.6 The parties acknowledge and agree that our communication may be electronic, and that any communications sent electronically comply with any legal or contractual requirement that such communication be made in writing.
14.7 We may assign, sub-license or otherwise transfer to any Affiliate the benefit of any of our rights under the Contract if we give the other party reasonable prior written notice. We may sub-contract our performance of any obligation under a Contract to any of our Affiliates without notice. This will not affect our performance obligations, nor liability to you in relation to the Contract. We will be responsible for any violation of our obligations hereunder by any such sub-contractor. Otherwise, neither party may assign, sub-license, subcontract or otherwise transfer to any third party any of its rights or obligations under the Contract without the other party’s prior written consent.
14.8 If any provision of the Contract is held to be invalid or unenforceable, that portion will be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remainder of the Contract will remain valid and enforceable.
14.9 Any translations of the Contract from English are provided merely for convenience and will not be legally binding. In the event of any conflict between the English language version and any translations, the English version will prevail.
14.10 Where these Terms use the words ‘include’ and ‘including’, these are illustrative and not limiting.
14.11 The Contract will not create, nor will it be construed as creating, any partnership or agency relationship between the parties.
14.12 Each party will comply with all applicable laws and government regulations which apply to a Contract.
14.13 Nothing in a Contract will require either party to do or omit to do anything which would contravene any applicable laws or government regulations.
15 Law and Jurisdiction; Waiver of Jury Trial
15.1 Where the Ascential contracting entity (as identified on the relevant Order Form) is a member of Ascential Europe – APAC, unless otherwise set out in clause 15.3 of these Terms below;
15.1.1 the Contract will be governed by and construed with the laws of England and Wales; and
15.1.2 the courts of England and Wales will be the exclusive venue for all disputes between the parties arising out of or in connection with this Contract and the parties hereby submit to the personal jurisdiction of, and waive any objections to venue in, such courts.
15.2 Where the Ascential contracting entity (as identified on the relevant Order Form) is a member of Ascential Americas;
15.2.1 the Contract will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules;
15.2.2 the state and federal courts located in the City of New York, Borough of Manhattan, New York, will be the exclusive venue for any and all disputes between the parties arising out of or in connection with the Contract and the parties hereby submit to the personal jurisdiction of, and waive any objections to venue in, such courts; and
15.2.3 EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE, ACTION, OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT TO THE MAXIMUM EXTENT PERMITTED BY LAW.
15.3 Where the Ascential contracting entity (as identified on the relevant Order Form) is registered in the People’s Republic of China and you are registered in the People’s Republic of China;
15.3.1 the Contract will be governed by the laws of the People’s Republic of China; and
15.3.2 any dispute arising out of or relating the Contract shall be referred to, and finally settled by, arbitration in Shanghai International Economic and Trade Arbitration Commission.
15.4 This choice of law and jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of Intellectual Property Rights.
16.1 In these Terms the following definitions apply:
means any entity controlled by a party or under a party’s common control, where “control” means: direct or indirect ownership, in an entity of 50% or more of the voting rights conferred by all the issued shares or equity interests in the capital of that entity; or the power to determine directly or indirectly the composition of the majority of the board of directors, similar management body or direct the management of such entity;
Ascential, we, us, our
means the member of the Ascential group of companies identified on the Order Form;
means any current or future entity which is part of the Ascential Group of companies that is domiciled in the United States;
Ascential Europe - APAC
means any current or future entity which is part of the Ascential Group companies that is domiciled in a country other than the United States, (with the exception of any entity registered in the People’s Republic of China);
means the Services, the Deliverables (including, without limitation, all derivatives or improvements), any patents, processes, software, code, files, technology, templates, forms, scripting, trade secrets, products, reports, ideas, concepts, operations, plans or intentions, know-how, market opportunities, customers, business affairs, development plans and financial information, any suggestions, information, enhancements, requests, feedback, recommendations or other input provided by any party relating to the Services or Deliverables, and any other items we create in relation to our performance of our obligations pursuant to a Contract;
Applicable Price Index
(i) where the contracting Ascential entity as identified on the Order Form is a member of Ascential Americas, the Consumer Price Index, all Urban Customers, United States, All Items rate; and,
(ii) where the Ascential entity as identified on the Order Form is a member of Ascential Europe – APAC, the UK Retail Price Index (RPI) All Items rate;
means any information, disclosed by a party to the other party, in relation to a Contract, which is designated as confidential, commercially sensitive, or confidential in nature
means anything you provide to us to enable us to perform our obligations pursuant to a Contract;
means the deliverables described in an Order Form;
means the event organized and provided by us as set out in the Order Form or Registration form.
means a situation where a party cannot pay its debts as they fall due, has a petition for winding up or an administration order presented against it or passes a resolution for winding up or calls any meeting of its creditors or proposes to make any arrangement with its creditors, has a receiver (administrative or otherwise) or an administrator appointed over all or any part of its business or assets, or goes into liquidation;
Intellectual Property Rights
means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, trade names and domain names, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
means terms specific to the Services and/or Deliverables you have ordered from us, which are set out below;
means the services described in the Order Form; and
UK Data Protection Legislation
means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
SERVICE SPECIFIC TERMS
Event Attendance Module
When you register to attend an Event, the following additional terms will apply to the Contract.
We will supply specific information relevant to the Event at the time of booking (“Booking Information”) via our website, via the Event website or by any other reasonable means. Booking Information will be specific to the relevant Event and will form part of the Contract.
Tickets and booking
All tickets to an Event are subject to availability.
Tickets issued for use are valid for the named attendee only and cannot be transferred unless specified in the Booking Information.
We are not obliged to provide you with replacement tickets for lost or stolen tickets.
Tickets must not be used by any person, company or third party for marketing, media, sale promotion, staff reward program or competition purposes whether commercial or non-commercial except with our prior written permission.
Attendance at the Event
You will be subject to any security and safety procedures and policies that are applicable to the Event and to the venue at which the Event is held (the “Venue”).
You must ensure that you have photographic ID with you during the Event. If you are unable to provide identification which matches your ticket, we have the right to require you to leave the Event immediately.
We may refuse you admission to the Event or require you to leave the Event, if at any time we have reason to believe that you have:
a) breached any provision of the Contract;
b) committed a criminal offense;
c) behaved in a disorderly manner or in a way that has an adverse effect on public safety; or
d) behaved in an anti-social manner or in a way that causes a public nuisance.
You may not organize, facilitate or participate in any commercial, promotional or trading activities at the Event, Venue or near the Event without our express prior written permission. We will be entitled to charge a fee for any commercial, promotional or trading activity (including filming, photography and recording) which takes place at the Event, at the Venue or near the Event.
You agree to being filmed, photographed, referenced and recorded for television, radio, webcast, social media and in any other medium, including written format and/or by any CCTV cameras and recordings operated by or on behalf of and made by or on behalf of us, and agree to waive any rights arising under the laws of any jurisdiction. You grant to us an irrevocable, worldwide, royalty-free licence to make such use of your name, voice, biography and likeness in any media and any recording, filming or photography of the Event as we reasonably require in connection with the exploitation, advertising and promotion of the Event.
All rights in all presentations, documentation and materials published or otherwise made available as part of the Event (including but not limited to any audio or audio-visual recording of the Event) (“Content”) is owned by us or is included with the permission of the owner of the rights. No (i) photography, filming or recording; or (ii) republication, broadcast or other dissemination of the Content is permitted without our prior written approval. You must not distribute, reproduce, modify, store, transfer or in any other way use any of the Content (save that use by the relevant delegate for internal business purposes will be permitted), and in particular (but without limitation) you must not (and must procure that each of your delegates must not):
a) upload any Content into any shared system;
b) include any Content in a database;
c) include any Content in a website or on any intranet;
d) transmit, re-circulate or otherwise make available any Content to anyone else;
e) make any commercial use of the Content whatsoever; or
f) use Content in any way that might infringe third party rights or that may bring us or any of our Affiliates into disrepute.
You acknowledge that the Content does not necessarily reflect our views or opinions. Please do not rely upon the Content in making or refraining from making any specific business decision or other decisions. We cannot accept any liability to you or anyone else for any losses of any nature resulting from any decision made or not made, or action taken or not taken, in reliance on the Content. This disclaimer statement is in addition to any disclaimer, limitation, waiver or exclusion contained within these Terms.
DISCLAIMER: INFORMATION CONTAINED IN THE CONTENT SHOULD NOT BE RELIED UPON AS ADVICE OR USED IN PLACE OF PROFESSIONAL OR OTHER ADVICE. WHILST WE TAKE REASONABLE CARE TO ENSURE THAT THE CONTENT CREATED BY US IS ACCURATE AND COMPLETE, SOME OF IT IS SUPPLIED BY THIRD PARTIES AND WE ARE UNABLE TO CHECK ITS ACCURACY OR COMPLETENESS. YOU SHOULD VERIFY THE ACCURACY OF ANY INFORMATION (WHETHER SUPPLIED BY US OR THIRD PARTIES) BEFORE RELYING ON IT. THE CONTENT IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED). WE HEREBY EXCLUDE TO THE FULLEST EXTENT PERMITTED BY LAW ALL LIABILITIES, COSTS, CLAIMS, DAMAGES, LOSSES AND/OR EXPENSES ARISING FROM ANY INACCURACY OR OMISSION IN THE CONTENT OR ARISING FROM ANY INFRINGING, DEFAMATORY OR OTHERWISE UNLAWFUL MATERIAL IN THE CONTENT.
To the extent that any Content is made available by us online, we reserve the right to suspend or remove access to such Content at any time for any reason.
Changes to the Event
We reserve the right to (a) change the format, date, timing and/or content of an Event; or (b) cancel an Event, in each case at any time and will provide you with notice of the same as soon as is reasonably practicable.
Where we change the format, date, timing or content of an Event your ticket for that Event will be valid for the Event as altered. You will not be entitled to a refund.
Where we cancel an Event we will provide you with a credit equal to the amount of the purchase price paid by you for your ticket, to be applied towards another designated event organised and/or provided by Ascential.
Unless as explicitly set out in this Contract you will not be entitled to a refund following Acceptance, nor will you be entitled to receive a credit for a future event of your choice.
Individuals who can be defined as “Consumers” within the meaning set out in the Consumer Rights Act 2015 are not permitted to attend our Events.
We are not responsible for goods or services which you may purchase from third parties.
Digital Services Module
Where, as part of a Contract, we provide digital services or deliverables, as noted on the relevant Order Form, the following additional terms will apply to the Contract.
The Contract will commence on the Start Date and (subject to early termination in accordance with these Terms) continue for the initial period set out on the Order Form (the “Initial Period”). Unless a party provides not less than 90 days’ written notice to the other that it does not want the Contract to renew, the Contract will automatically extend for a period equivalent to the Initial Period on expiry of the Initial Period and each subsequent anniversary of the expiry of the Initial Period. This will not prevent early termination in accordance with these Terms.
Your access to and use of the Services is restricted to your employees and individual contractors (i.e. natural persons) (collectively, the “Users”), and permitted for your internal business operations only. You may not designate any other individuals (including employees and individual contractors of your Affiliates) as Users. You agree not to permit any third-party to access the Services except as expressly authorized in a separate Third-Party Access Agreement provided by us. We will issue usernames and personal passwords to authorize acceptable Users to use the Services. Each username and User access is unique. The User must keep the password confidential and must not share or permit access to the Services by any other person. You must immediately notify us of any User who ceases to be your employee or full-time contractor or who is otherwise no longer to be permitted access to the Services for whatever reason and such User’s username and password will be deactivated. You are responsible for ensuring User compliance with this Contract and accept responsibility and liability for the acts and omissions of your Users. Your digital services may be subject to a set-up period during which you may not have access, or may have limited access, to the Services after commencement of the Contract. The length of this set-up period may vary depending on the customization of the Services requested and your delivery of any required Customer Materials.
We make no representations or warranties regarding the reliability, availability, timeliness, suitability, accuracy or completeness of the Services and Deliverables or the results that you may obtain by using them.
We do not represent or warrant that:
a) the operation or use of the Services or Deliverables will be timely, uninterrupted or error-free;
b) the quality of the Services or Deliverables will meet your requirements; or
c) the Services or Deliverables will function properly in combination with any third party-services, technology, hardware, software, systems or data.
You acknowledge that the Services and Deliverables may be subject to limitations, delays, loss or corruption of information and other problems inherent in the use of electronic communications facilities.
Except where expressly provided otherwise, the Services and Deliverables are provided on an "as is" basis. You are solely responsible for ensuring that the Services and Deliverables are appropriate and suitable for your needs and that the assumptions (if any) set out in the Order Form are accurate.
You agree that neither the Services or Deliverables are advice or recommendations from us and you must not rely on them to make decisions.
From time to time, we may:
a) temporarily suspend for the purpose of emergency repair, maintenance or improvement, all or part of any Services or Deliverables without notice;
b) temporarily suspend all or part of any Services or Deliverables for scheduled support and maintenance by providing notifications and giving reasonable notice of such suspensions;
c) suspend all or part of any Services or Deliverables without notice if we believe that you have breached a Contract; and
d) vary the Specification for operational or any other reason, provided that there is no material detriment to the operation of such Services or Deliverables.
We reserve the right at any time and from time to time to modify, temporarily or permanently, any Services or Deliverables or any component or feature thereof. You agree that we will not be liable to you or to any third party for any such modification of the Services or Deliverables if there is no material detriment to their operation.
Except where expressly provided otherwise, and without limiting your obligations elsewhere in the Contract, you will not disclose, provide, resell or otherwise make available the Services or Deliverables to any third-party, including (without limitation) any retailer, data provider, or manufacturer, unless expressly authorized by us in a separate written agreement. You further agree that you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or Deliverables except as permitted by applicable law; (ii) modify, translate, or create derivative works based on the Services or Deliverables, or incorporate names or likenesses of individuals, locations, structures or other proprietary material referred to in the Services or Deliverables in or on your products, or copy (except for archival purposes), rent, lease, distribute (except as expressly permitted herein), pledge, assign, or otherwise transfer or encumber rights to the Services or Deliverables; (iii) use or access the Deliverables or Services to build or support, and/or assist a third party in building or supporting, products or services competitive to us, or use (or permit the use of) the Services or Deliverables to generate any statistical information which is sold or otherwise made available to any third party; (iv) remove any proprietary notices or labels from the Services or Deliverables or use our or any third party’s trade names, trademarks or service marks in or on your products; (v) use the Services or Deliverables in any manner that could damage, disable, overburden, impair, obstruct or otherwise interfere with our provision of the Services, the Deliverables or our business; (vi) use the Services to store or transmit computer viruses or other harmful code; (vii) interfere with or disrupt the integrity or performance of the Services; (viii) frame or mirror any content forming part of the Services, other than on Customer’s own intranet for Customer’s internal business operations as permitted under the Contract; (ix) attempt to gain unauthorized access to the Services or its related systems or networks; or (x) permit direct or indirect access to or use of the Services in any manner that circumvents any restrictions or limitations under the Contract.
With respect to digital content within our “Design Library” or “Design Resources”, we grant you a non-transferable, non-exclusive, limited licence to do the following:
a) view, download and print such content;
b) create derivative works using pictorial works included in such content; and
c) use those derivative works on or in your products.
This license is granted for your internal research, product design, development, inspiration and manufacturing purposes only. Where you are an educational institution, this license is granted for your non-commercial, educational use only.
We may limit the data and deliverables that are available on the Services based on either or both of (i) the date of first publication or (ii) the amount of data stored on the Services platform. Thereafter, we may archive the data and deliverables in which case the data may be available via an extract for an additional fee.
If you are acquired by a third party, you agree that we may increase the fees payable for any Services or Deliverables to reflect potential or actual increased usage of Services and Deliverables.
Please find a link to our privacy and cookies policy here.
Website terms and conditions
1.1 This website (“the Website”) is operated by Ascential Information Services Limited, Company Number 7880716 (England) and whose registered address is at The Prow, 1 Wilder Walk, London W1B 5AP (“Ascential”).
1.2 Please read these Terms & Conditions carefully before using the Website. By accessing any part of the Website, you shall be deemed to have accepted these Terms & Conditions in full, regardless of whether or not you choose to register as a member on the Website. If you do not accept these Terms & Conditions, you must leave the Website immediately.
1.3 Ascential may revise these Terms & Conditions at any time by posting an update on the Website. Your continued use of the Website after any such change constitutes your acceptance of the new Terms & Conditions and they shall be binding on you. You should therefore check the Website from time to time to review the then current Terms & Conditions. These Terms & Conditions were last updated in October 2018.2. Disclaimer 2.1 Whilst Ascential endeavours to ensure that the Website is normally available 24 hours a day, it shall not be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for any other reasonable cause.
2.2 You acknowledge that whilst Ascential endeavours to ensure that information on the Website and any related material provided to you by Ascential, whether by email or otherwise (“the Ascential Materials”)) is accurate and complete, it is provided only for general information, is not intended to address your particular requirements and does not constitute any form of advice or recommendation by Ascential. You acknowledge that the Ascential Materials should not be relied upon by you in making (or refraining from making) any specific investment or other business or personal decisions and acknowledge that professional advice should be obtained before making any such decision. Finally, you acknowledge that some of the content may be supplied by third parties and the accuracy and completeness of it will not have been checked by Ascential.
2.3 Ascential will use reasonable endeavours to ensure that the Website and the Ascential Materials do not contain or promulgate any viruses or other malicious code. However, it is recommended that you should virus check all such materials and regularly check for the presence of viruses and other malicious code.3. Use of Website Content
3.1 All intellectual property rights in the Ascential Materials are reserved by Ascential or its licensors or users (as applicable).
3.2 You agree that in using the Ascential Materials you shall (except where otherwise agreed in writing with Ascential):
(a) use them only in accordance with the following permitted uses:
(i) viewing them on a computer screen and printing not more than one copy of them (and not further copying them);
(ii) where and to the extent (only) that permission to download and store them is specifically granted in the relevant Ascential Materials (if at all), downloading and storing the content on the hard disk of your computer or portable media but not making any further transfer or copy of it; and
(iii) making only such other use (if any) of them as may be specifically authorised in the Ascential Materials. For the avoidance of doubt, you agree not to distribute, reproduce, modify, store, transfer or in any other way use any of the Ascential Materials (including as part of any database, library, news, information, archive, website or similar service) other than as set out above.
(b) not create a database (electronic or otherwise) that includes any Ascential Materials;
(c) not disseminate advertisements on the Website or use the Ascential Materials for any other commercial purposes (which would include using them to promote or encourage the sale of your goods/services);
(d) not transmit or re-circulate any Ascential Materials to any third party (unless specifically authorised to do so by Ascential);
(e) not remove the copyright or trade mark notice(s) from the Ascential Materials;
(f) not disseminate any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
(g) not disseminate any material which is or may infringe the rights (including intellectual property rights) of any third party or be unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy, which may cause annoyance or inconvenience or may restrict or inhibit the use of the Website by any person or which constitutes or encourages conduct that may be considered a criminal offence or give rise to civil liability in any country in the world;
(h) not disseminate any material which does or may bring Ascential or any of its brands or subsidiaries into dispute or in any way damage their reputation;
(i) not disseminate any material that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data; and
(j) not post link(s) that take users to material that contravenes any of the above restrictions.
3.3 Additional terms may apply to:
(a) any purchases you make through the Website;
(b) registration to the Website and/or any other email alert or other related services; and
(c) any promotion, competition or draw appearing on the Website.
Copyright in any software that is made available for download from the Website and/or the Ascential Materials belongs to Ascential or its suppliers. Your use of the software is governed by the terms of any licence agreement that may accompany or be included with it. Do not install or use any software unless you agree to such licence agreement.5.User Generated Content
5.1 The pages of the Website where you are capable of posting content are provided for your private, non-commercial exchange of lawful, relevant, fair and appropriate information, opinions and comment. Use of the Website that is inconsistent with those stated purposes is strictly prohibited. By submitting any content to the Website, you:
(a) grant Ascential the right to use such content and all material embodied therein for any purposes including, without limitation, to edit, copy, reproduce, translate, disclose, post and/or remove such content from the Website and hereby waive all of the moral rights that you have under Chapter IV of the Copyright, Design and Patents Act 1988 in respect of any material you post to the Website;
(b) warrant to Ascential that all such content complies with the provisions of Clause 3.2; and
(c) acknowledge that Ascential may require you to confirm the above rights and warranties and agree to do so within 7 days of any request from Ascential.
5.2 Ascential reserves the right (but not the obligation) at its sole discretion to refuse or remove any content that is posted to, or available on, the Website without the need to give any reasons for doing so. However, Ascential will not review the materials that you or anyone else makes to the Website and therefore, unless we are specifically notified of the nature of any item of content, you cannot assume that Ascential is aware of it. If you object to the publication of any material placed on the Website please contact Ascential using the Web Editor contact details shown on the “Contact Us” section of the Website and we will take whatever action we deem appropriate.
5.3 Ascential accepts no responsibility for any statements, material or other submissions placed on the Website by users.6. Links to and from other websites
6.1 Links on the Website to third party websites are provided solely for your convenience. If you use these links, you leave the Website. Ascential has not reviewed these third party websites and does not control and is not responsible for these websites or their content or availability. Ascential therefore does not endorse or make any representations about them, or any material found on them, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.
6.2 You may link to the home page of the Website but strictly only on the basis that you do not replicate the home page of the Website, and subject to the following conditions:
(a) you do not create a frame or any other browser or border environment around the Website;
(b) you do not in any way imply any endorsement by Ascential other than with its written consent or misrepresent your relationship with Ascential;
(c) you do not use any logos or trademarks displayed on the Website without the express written permission of Ascential;
(d) you do not link from a website that is not owned by you; and
(e) your website does not contain content that is distasteful, offensive or controversial, that infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
6.3 You may link to other pages of the Website only with the prior written consent of Ascential and subject always to the obligations set out in Clause 6.2. If you wish to do so, please contact Ascential using the Web Editor contact details shown on the “Contact Us” section of the Website.7. Registration
7.1 To access certain parts of the Website, Ascential may require you to register and provide certain information about yourself. Such registration shall be subject to specific terms of registration. When you register you also agree to:
(a) provide true, accurate, current and complete information about yourself as prompted by the relevant registration form (such information being the "Registration Data"); and
(b) contact the Web Editor shown on the “Contact Us” section of the Website in the event that you wish to update your Registration Data.
7.2 Where you register on the Website, you will be allocated a user name and password. These account details must be used solely by you; sharing your user name and password with any other person or making it available to multiple users on a network is strictly prohibited. Accordingly, you agree to:
(a) maintain the security of your user name and password and be fully responsible for all use of the Website made using your user name and password;
(b) immediately notify Ascential if you become aware of any unauthorised use of your user name and password or any other breach of security by sending an appropriately worded email to https://live.ascential.com/security; and
(c) ensure that you exit from your website account at the end of each session.
Ascential cannot and will not be liable for any losses, damages or costs arising from your failure to comply with these requirements.
All Ascential trademarks (whether registered or unregistered) and graphics, logos, designs, page headers and button icons are the intellectual property rights of Ascential and neither they nor any confusingly similar versions may be used by you including (but not limited to) as part of any trademarks and/or domain names without the prior written consent of Ascential other than for the purpose of referring to Ascential and its associated brands lawfully and in good faith (only).9. Suspension of access to the Website and User Indemnities
9.1 If, for any reason, Ascential believes that you have not complied with any of these Terms & Conditions it may, at its sole discretion, cancel your access to the registration sections of the Website immediately and without giving you any advance notice.
9.2 Without prejudice to the provisions of Clause 9.1, you agree to compensate Ascential in respect of any claims, losses, expenses and/or liabilities (including legal fees) which arise from your use of the Website and/or the Ascential Materials (or by a third party using your user name and password) including in particular (but not limited to) any statements, contributions or other content posted on the Website or any breach of Clause 3.2.10. Limitation of Ascential’s Liability
10.1 Ascential will not be liable to you for any loss or damage caused by Ascential or its employees or sub-contractors in circumstances where:
(a) there is no breach of a legal duty of care owed to you by Ascential (or its employees or sub-contractors); or
(b) such loss or damage is not a reasonably foreseeable result of any such breach; or
(c) in respect of any increase in the loss or damage resulting from your actions.
10.2 Without prejudice to Clause 10.1 but subject to Clause 10.3, any liability of Ascential arising in respect of your use of the Website and/or the Ascential Materials (whether in tort, contract or otherwise) shall be limited in aggregate to five hundred pounds sterling (£500) per event unless otherwise agreed in writing between us.
10.3 Nothing in these Terms & Conditions shall exclude or limit Ascential’s liability for:
(a) death or personal injury caused by the negligence of Ascential and/or its employees negligence; or
(b) fraudulent misrepresentation by Ascential and/or its employees.
How we may use your personal information
12.2 All entrants to a Promotion must be at least 16 years of age at the date of entry and comply with any further age and/or other eligibility requirements set out in the Rules (eg in relation to residency and (where the prize includes travel outside the United Kingdom and/or car hire) holding a valid passport, visa and/or driver’s licence).. Proof of age may be required before a prize-winner can claim a prize. The eligibility of any entrant is at the sole discretion of Ascential. Employees and agents of Ascential and its associated companies (including the families of such employees and agents) are not eligible to enter Promotions. Only one entry per person and per household is permitted.
12.3 All entries must be made in accordance with the Rules and must be received by Ascential by the closing date. Entries made otherwise shall be invalid. Ascential accepts no responsibility or liability for any lost, damaged or incomplete entries and all such entries will be deemed invalid. Proof of despatch shall not be proof of entry.
12.4 Unless otherwise stated in the Additional Rules, all Promotions can be entered by sending an appropriately worded e-mail to the e-mail address specified in the Promotion. Any such e-mail must include your contact details and comply with any instructions set out in the Additional Rules (for example, to identify which Promotion is being entered). Each Promotion must be entered by a separate e-mail. Alternative means of entering a Promotion (if any) will be set out in the Additional Rules and where there are alternative means of entering a Promotion no distinction shall be made between entries between different routes of entry.
12.5 Unless the Additional Rules specify otherwise, entries shall not be returned to entrants.
12.6 Ascential reserves the right at its sole discretion to (without prior notice):
(a) cancel the Promotion; and/or
(b) substitute the prize(s) for another prize of equal value.
12.7 Prize-winners will (unless specified otherwise in the Additional Rules) be chosen at random by an independent judge from all qualifying entries. In all matters, the decision of the judge(s) shall be final and no correspondence or discussion shall be entered into.
12.8 Prizes are non-transferable, non-negotiable and no cash alternatives will be offered.
12.9 Prize-winners will be notified in writing within 6 weeks of the applicable closing date. If a prize-winner fails to respond to claim his/her prize within 14 days of receipt of the notification, Ascential shall be entitled to select an alternative prize-winner. In such circumstances Ascential shall use reasonable endeavours to notify the alternative prize-winner within nine weeks of the closing date.
12.10 Prize-winners will receive their prize within 6 weeks of notification unless otherwise specified in the Additional Rules. The terms and conditions of any third party supplier may apply and must be accepted and complied with by a prize-winner to accept the prize.
12.11 Ascential will not be liable if a prize does not reach a prize-winner for any reason outside the control of Ascential or if a prize is damaged during delivery.
12.12 Details of the names of prize-winners can be requested by writing to The Data Security and Compliance Manager, Ascential Information Services Limited, The Prow, 1 Wilder Walk, London W1B 5AP, specifying the relevant Promotion, provided that such request is received by Ascential within ten weeks of the applicable closing date.
12.13 By entering the Promotion, the prize-winner(s) agree to take part in any promotional activity requested by Ascential and consent to his/her name, county and photograph being published for the purposes of the Promotion and promoting the Website and/or Ascential and its businesses.
12.14 Where relevant, all taxes, insurances, transfers, spending money and other expenses (including meals or personal expenses upgrades etc.) are, unless otherwise specifically stated, the sole responsibility of the prize-winner.
12.15 Other than for death or personal injury arising from the negligence of Ascential, Ascential hereby excludes (so far as is permitted by law) all liability for any loss, damage, cost and expense, whether direct or indirect, howsoever caused in connection with the Promotion or any aspect of the prize.13. General
13.1 In the event that any provision of these Terms & Conditions is held to be invalid or unenforceable, the remainder of these Terms & Conditions shall remain valid and enforceable.
13.2 These Terms & Conditions shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.
13.3 In performing its obligations under this Agreement, each party will comply with all applicable laws, statutes and regulations from time to time in force.Copyright
Copyright (c) 2020 Ascential Information Services Limited. All rights reserved. The users of this website may reproduce materials available in the website for authorised users and potential users of Ascential Information Services Limited services. Ascential Information Services Limited requires that the following statement be included in all reproductions of this material:
Copyright (c) 2020 Ascential Information Services Limited. All rights reserved. Reprinted with the permission of Ascential Information Services Limited. Except for these specified uses, no part of the materials available in any the Ascential Information Services Limited website may be copied, photocopied, reproduced translated or reduced to any electronic medium or machine-readable form, in whole or in part, without prior written consent of Ascential Information Services Limited. Any other reproduction in any form without the permission of Ascential Information Services Limited is prohibited. Distribution for commercial purposes is prohibited.
Written requests for reprint should be mailed or faxed to: Ascential Information Services Limited
1 Wilder Walk
W1B 5AP - UK
T: +44 (0) 20 7516 5000
F: +44 (0) 20 7516 5001
Ascential Information Services Limited uses reasonable care in publishing materials available in Ascential Information Services Limited websites. However, Ascential Information Services Limited does not guarantee their accuracy or completeness.
Materials available in Ascential Information Services Limited websites are provided "as is" with no warranty, express or implied, and all such warranties hereby disclaimed. Ascential Information Services Limited assumes no liability for any loss, damage or expense from errors or omissions in the materials available in Ascential Information Services Limited websites, whether arising in contract or otherwise.