Terms and Conditions Relating to the Use of WealthInsight Electronic Ordering Form
1. Please ensure you have read the Terms and Conditions relating to any order you place with WealthInsight. We will not allow you to purchase any service or product unless you have confirmed your acceptance of the terms and conditions.
2. All products and services are not an offer by WealthInsight to sell any service or product, but an invitation to make an offer.
We are free to accept or reject such an offer, without providing any reason, at our sole discretion. When using the electronic booking form, we will send you an e-mail that we have received your offer but such email will not constitute acceptance of such offer by WealthInsight. If WealthInsight accepts your offer it will send a separate email confirming acceptance of the order.
Subscription Products Terms and ConditionsWealthInsight is a trading name of Progressive Media International Ltd. (“The Company”), a company registered in England with the company number 06339167 and registered office at John Carpenter House, John Carpenter Street, London, England EC4Y 0AN.These terms and conditions and the Order Form comprise the agreement pursuant to which Company provides the Product (defined below) to you. “We”, “us” or “our” or “WealthInsight” refers to Company. “You” or “your” refers to the person who (or on whose behalf) an Order is placed and includes your legal successors and permitted assigns.
These terms and conditions and the Order Form comprise the agreement pursuant to which Company provides the Product (defined below) to you (“Agreement”).
1. Order Forms: Order Forms shall only be binding when accepted by us. You shall not cancel or amend an Order Form unless we have given our prior written consent. We shall assume that any person who places an Order Form on your behalf can bind you legally.
2. Ownership: The legal and beneficial interest in all copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the Product belong to us, the holding company, or our licensors, as the case may be, at all times. You obtain no ownership rights in the Product or any of the Intellectual Property Rights pursuant to or arising out of this Agreement.
3. Grant of License: We grant you a non exclusive, non transferable license to use the products (which includes the provision of news, projects and deals updates and other information, software, data and our back catalogue of reports) described in the Order Form (“Product”) for the term of this Agreement only. Such license terminates upon termination, for whatever reason, or non renewal of the Agreement. You warrant that you shall only use the Product for your business purposes in accordance with this agreement and shall not, without our prior written consent, make available, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, broadcast or otherwise circulate the Product (or any part of it) to any person other than in accordance with these terms and conditions. You further warrant that you shall comply with all applicable laws and regulations and shall not knowingly use the Product for any improper or unlawful purposes.
4. Authorised Users: The Order Form lists the number of persons entitled to use the Product (“Authorised Users”). An Authorised User must work at and be an employee of the entity named as the customer on the Order Form. Each Authorised User will provide us with a separate user name, in the form of a business email address, and will access the product by use of a password. It is your responsibility to ensure that the details of each Authorised User are sent to us promptly and to ensure that all Authorised Users request passwords. No refunds or pro rata discounts will be given for unused Authorised Users or for details provided to us in error. Once a password has been issued by us, Authorised Users may not be changed with other employees of the company. You shall maintain appropriate technical and administrative controls to ensure the security of the passwords and shall immediately notify us upon first suspecting or becoming aware of any unauthorised use of a password. You shall ensure the Product is only made available to and accessed by Authorised Users in accordance with the Agreement. You shall ensure Authorised Users do not share passwords or user names and do not make the product available to any third party. We shall be entitled to assume that any acts or dealings made through the website where a valid password has been entered are made by the Authorised User allocated that password and that such dealings are made on your behalf. We reserve the right to charge additional fees for unauthorised usage in line with our standard list prices.
5. Permitted Usage: You shall ensure the Product is used in compliance with the terms of the Agreement and all applicable laws and regulations. You shall not do anything that causes any part of the Product to be interrupted, damaged or in any way impaired. Subject to section 6, the license permits an Authorised User to use the product solely for internal use and distribution as follows:
a. view, retrieve and display content,
b. electronically save content only to the extent and for the time period necessary to use it for the purpose for which it was downloaded, but in no event longer than the term.
c. distribute to employees, one-off selections of the content in print format with the source clearly identified d. subject to the time limitations in 5b) distribute to other authorised users, one-off selections of the content in electronic format.
6. Prohibited usage. Except as otherwise permitted in this agreement, the Authorised User may not:
a. remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the website, or in any print format.
b. Make copies, electronic or otherwise, of multiple extracts of the content for any purpose.
c. Provide by electronic means to any person other than an authorised user any content.
d. Distribute or display any content on any electronic network or otherwise, including without limitation the internet and the world wide web.
e. Alter or change any part of the content.
7. Invoicing and Settlement: We will invoice you, plus VAT if applicable, for fees payable by you to us under this Agreement (“Fees”) upon our acceptance of an Order Form. Unless indicated otherwise on the Order Form you will pay all invoices immediately upon receipt of that invoice. Should your account fall overdue then interest will be charged at a rate of 3% per annum above Lloyds TSB PLC’s base lending rate from time to time in force together with compensation for debt recovery costs pursuant to the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by The Late Payment of Commercial Debts Regulations 2002. This will be calculated on a daily basis from the due date to the actual payment date. In addition, we may in our absolute discretion a) modify the payment terms to require full payment in advance; and b) suspend your license to use the Product; and / or c) require you to provide such other
8. Website. We shall be entitled to suspend, restrict or terminate access to the Product or to modify any part of the Product for any reason, including maintenance of the Product, at any time. We shall use reasonable endeavours to ensure as little disruption to you as reasonably practicable.
9. Warranties: We shall use best endeavours to ensure the Product is provided to you in accordance with any specifications set out in the Order Form and accepted by us. We do not warrant that the Product will meet your requirements or that it will be complete, error free or delivered without interruption. Findings, conclusions and recommendations in the Product are based on information gathered in good faith from both primary and secondary sources, whose accuracy we are not always in a position to guarantee. As such, we can accept no liability whatsoever for actions taken based on any information that may subsequently prove to be incorrect. Except as expressly set out in this Agreement, all express or implied representations, warranties, conditions and undertakings are excluded to the maximum extent permissible by law. You assume sole responsibility for the selection, suitability and use of the Product and acknowledge that except as stated above we do not provide any additional warranties or guarantees relating to the Product. This clause survives termination of the Agreement.
10. Indemnification. Generally, We and You (“Both Parties”) will, to the extent permitted by law, indemnify, defend and hold harmless the other party from and against any and all claims, demands, complaints, or actions of third parties (including employees of the parties) arising from or relating to this agreement, including personal injury, death and property damage to the extent caused or arising out of the violation of law, gross negligence, fraud, wilful misconduct or breach of this agreement. In the event that
Both Parties are at fault they will indemnify each other in proportion to their relative negligence. In addition we will indemnify, defend and hold
harmless, you from and against any and all claims, demands, complaints or actions of third parties (including employees of the parties) arising from or relating to this agreement brought against you alleging that the product infringe any patent, copyright, trademark, trade secret or other intellectual property right. Our obligations under this section are conditioned on you
i) Promptly notifying us of any claim,
ii) Granting us sole control over the defence and settlement of the action.
iii) Reasonably cooperating with us in connection with such action at our expense,
iv) Abetting no such claim, demand, complaint or action
v) Neither modifying or using the product nor breaching this agreement in a manner for which no infringement would have occurred.
If the product becomes or in our opinion is likely to become the subject of such a claim, then in lieu of the indemnity we may, at our expense,
i) procure you the right to license using or receiving the product free of any such liability,
ii) replace or modify in whole or part the product to make them non-infringing without degradation or
iii) refund you a prorate portion of the fee.
11. Audit: An independent auditor (“Auditor”) may be appointed as agreed between you and us and at our expense with access to premises to inspect whether the Product is used by personnel other than Authorised Users (“Audit”). Any such Audit shall take place during your regular business hours and shall not unreasonably interfere with your business activities. Only one such Audit shall be allowed in any calendar year. You and we will be given a written report by the Auditor which shall be conclusive and confidential. If an Audit reveals that the Product is used by personnel who are not Authorised Users you agree to promptly reimburse us for any underpaid license fees (at the then current list price) together with any costs incurred by us in carrying out the Audit. In addition, you acknowledge that in such circumstances we reserve the right, at our discretion, to terminate these Terms.
12. Limitation of liability: Neither party shall be liable under this agreement to the other party for indirect, special, exemplary, punitive or consequential damages including without limitation loss of goodwill, whether arising from negligence, breach of contract or otherwise. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall in respect of any one or more incidents not exceed the total Fees received by us from you for the Product in the 12 months prior to the date the incident occurs. This clause shall survive termination of the Agreement.
13. Duration: The Agreement commences on the date indicated on the Order From (“Order Form”) providing it is accepted by us (“Start date”) and unless terminated sooner in accordance with this agreement, shall expire on the date indicated on the Order Form as the “End Date” This Agreement shall automatically renew for successive 12 month periods at our then current prevailing rates unless terminated by either party giving at least 60 days’ written notice, termination only to take effect on and from the first, or any subsequent, anniversary of the Commencement Date.
14. Termination: If you breach or permit a breach of the terms of the license granted to you in these Terms we may give you written notice to terminate this Agreement. You acknowledge that such a breach may cause us irreparable harm in respect of which it may be difficult for us to ascertain financial loss. Accordingly, in addition to any other rights that we have, you acknowledge that we shall be entitled to seek injunctive relief in respect of such breach. Immediately following termination you shall cease using any password provided in relation to Product access and, if we so require, delete from all computer hardware and storage media and otherwise destroy copies of all the Product that we have made available to you. You shall warrant that you have done these acts within 7 days of termination. You shall also pay to us any fees that are outstanding. Without prejudice to any other rights of termination expressed in these Terms. Either party may terminate this agreement with written notice to the other on the other commencement of a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the other party of its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, that authorises the reorganisation or liquidation of the other Party or its debt or the appointment of a trustee, receiver, liquidator, custodian or other similar official. Either party may terminate this agreement with written notice to the other party if the other party fails to perform any material obligation hereunder and (in the case of a remediable breach) fails to remedy the breach which it does not remedy within 14 days after receiving written notice of the breach.
15. Excess fee: If during the two months prior to termination you download data from the services that we determine is either a) in excess of your usual downloading average in the prior six months by a factor of two or more or b) constitutes more than five percent (5%) of the content, then you will pay us an excess fee equivalent to the next renewal term.
16. Confidentiality: Neither party shall, except as required to perform our and / or your respective rights and obligations, use, copy, adapt, alter, disclose to any third party or part with possession of any information or data of the other party which is disclosed or otherwise comes into our or your possession directly or indirectly as a result of these Terms and which is of a confidential nature, in writing marked confidential or, if disclosed orally, reduced to writing and marked confidential within 30 days of the date of such disclosure (“Information”). This obligation shall not apply to Information:
a. the receiving party can prove was in its possession at the date it was received or obtained; or
b. the receiving party obtains from some person other than us, you or an
Affiliate with good legal title thereto; or
c. comes into the public domain otherwise than through the default or negligence of the receiving party; or
d. is independently developed by or for the receiving party.
You shall ensure that your Authorised Users, or any other persons, who have or might have access to the Information are aware of these obligations of confidentiality and are bound by an undertaking in substantially the same terms. These obligations of confidentiality shall continue after termination of the Agreement.
17. Data Protection: When an Authorised User accesses the Product we will collect personal data regarding the way in which they use the site through the use of Cookies. This information will be used by us to customize the Product to compound management/information statistics and for billing purposes. We may make this information available to other members of our group. You agree that we may do this and that you shall notify and obtain consents from Authorised Users for us to do this prior to giving them a password. Further details of our privacy policy are available on our website.
18. Assignment: You may not assign any of your rights under the Agreement without our prior written consent. We may assign any of our rights to any subsidiary or affiliated company or third party or as part of a merger, reorganisation or sale of our business.
19. Notices: Any notice, invoice or other document shall be duly given if sent by post or facsimile to the other party’s Company Secretary at its registered office or such other address as agreed. Notwithstanding the foregoing, notices in respect of termination or breach shall be sent by recorded delivery to the company Secretary.
20. Force Majeure: We shall not be liable for any delay or failure to perform any obligation under this Agreement insofar as the performance of such obligation is prevented by an event beyond our reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, labour dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of sources from which data is obtained.
21. Further Provisions: The Agreement constitutes the entire understanding between the parties relating to the Product and supersedes all previous agreements and understandings whether oral or written relating to the Product. In the event of any inconsistency between these terms and conditions and the Order, the Order shall prevail. The Agreement may only be varied in writing signed by an authorised representative of each party. Failure at any time to enforce any of these terms and conditions or to require performance by the other party of any such term or condition shall not be construed as a waiver of such provision or affect the right of either party to enforce the same. If any provision is held to be invalid or unenforceable by any tribunal of competent jurisdiction, the remaining provisions shall not be affected and shall be carried out as closely as possible according to the original intent. The Agreement does not confer any rights to or on any third party. This agreement is governed by English law and each party agrees that the courts of England will have non-exclusive jurisdiction to deal with any disputes arising out of or in connection with this agreement.
Reports Terms and Conditions1. Scope of Agreement: These are the conditions of the contract between you, the Client (“You” and “your”) and WealthInsight (“we”, “us” and “our”) governing your use of our services, as set out in your e-booking form. This agreement constitutes the entire agreement between WealthInsight and you. All prior agreements, understandings and negotiations and representations (save for fraudulent misrepresentation) whether oral or in writing are cancelled in their entirety. The terms of any other electronic communications will not form part of this agreement.
2. Report E-booking Form: Report E-booking Forms shall only be binding when accepted by us. You shall not cancel or amend the Report E-booking Form unless we have given our prior written consent. We shall assume that any person who places a Report E-booking Form on your behalf can bind you legally.
3. Ownership: The legal and beneficial interest in all copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), database rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights (“Intellectual Property Rights”) relating to the Product belong to us, the holding company, or our licensors, as the case may be, at all times. You obtain no ownership rights in the Product or any of the Intellectual Property Rights pursuant to or arising out of this Agreement.
4. Grant of License: We grant you a non exclusive, non transferable license to use the products described in the Report E-booking Form (“Product”). You warrant that you shall only use the Product for your business purposes in accordance with this agreement and shall not, without our prior written consent, make available, copy, reproduce, retransmit, disseminate, sell, license, distribute, publish, broadcast or otherwise circulate the Product (or any part of it) to any person other than in accordance with these terms and conditions. You further warrant that you shall comply with all applicable laws and regulations and shall not knowingly use the Product for any improper or unlawful purposes.
5. License: Unless stated otherwise on the Report E-booking Form the Product is licensed to you on a single user basis. Only the user named on the Report E-booking Form as the customer may use the product as outlined in this agreement. Additional user licenses may be purchased by you at our prevailing standard list prices for single users or by the purchase of a site wide or enterprise wide license. You warrant that you will use appropriate controls to ensure that the license is not breached by you or by other users and agree that any breach may cause us irreparable harm. You agree we have the right to charge additional fees for unauthorised usage in line with our standard list prices. This clause survives termination of the Agreement.
6. Fees and Payment Terms: Payment is due in full prior to delivery of any product. We shall invoice you, plus VAT if applicable, for fees payable by you to us under this Agreement (“Fees”) upon our acceptance of the Report E booking Form. Unless indicated otherwise on the Report E-booking Form you will pay all invoices on receipt of that invoice. Should your account fall overdue then interest will be charged at a rate of 3% per annum above Lloyd TSB’s base rate from time to time in force together with compensation for debt recovery costs pursuant to the provisions of The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by The Late Payment of Commercial Debts Regulations 2002. Interest will be calculated daily from the due date to the payment date.
7. Warranty & Indemnity: You warrant and represent to us that you have all necessary rights to grant the rights and licences set out in your contract with us. You agree that there have been no guarantees made by us for this report and that no employee of WealthInsight has made a promise or commitment that does not appear here. You agree to indemnify and hold WealthInsight and any of our officers, employees and agents harmless from and against all and any claims, liabilities, expenses, losses, costs or damages incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from any violation or infringement of third party rights, or any breach of any of these terms and conditions.
8. Liability: In the event of an error caused by us or others in any reports or tabulations supplied to you, we will use our best endeavours to correct the error at our own expense, but will not be held liable for the consequences of the error beyond the provision of corrected reports and tabulations. We do not warrant that the Product will meet your requirements or that it will be complete, error free or delivered without interruption. Findings, conclusions and recommendations in the Product are based on information gathered in good faith from both primary and secondary sources, whose accuracy we are not always in a position to guarantee. To the furthest extent permitted by law, we do not accept liability for any claims, liabilities, expenses, losses, costs or damages (including without limitation, damages for any consequential loss or loss of business opportunities and/or profits) however arising from the use by the client of the data provided by the WealthInsight to the client. In addition we do not accept liability for any errors or omissions or claims for losses arising from any free of charge services. Our liability in contract, tort or otherwise arising out of or in connection with the Agreement shall not exceed the total Charges received by us from you for services outlined in your Report E-booking Form. Every care is taken to avoid mistakes but we cannot accept liability for any errors due to you, your third parties, sub-contractors or inaccurate instructions from any of the foregoing. Any third party booking from an agent will be deemed jointly and severally liable with the agent’s client to us in respect of all matters including charges relating to the booking and conditions therein contained. No action arising out of this agreement (other than an action by WealthInsight for the recovery of fees owed by the client to WealthInsight) may be brought more than one year after the cause of action first arose.
9. Confidentiality: Neither party shall, except as required to perform our and / or your respective rights and obligations, use, copy, adapt, alter, disclose to any third party or part with possession of any information or data of the other party which is disclosed or otherwise comes into our or your possession directly or indirectly as a result of these Terms and which is of a confidential nature, in writing marked confidential or, if disclosed orally, reduced to writing and marked confidential within 30 days of the date of such disclosure (“Information”). This obligation shall not apply to Information:
a. the receiving party can prove was in its possession at the date it was
received or obtained; or
b. the receiving party obtains from some person other than us, you or
an Affiliate with good legal title thereto; or
c. comes into the public domain otherwise than through the default or
negligence of the receiving party; or
d. is independently developed by or for the receiving party.
10. Force Majeure: We will not be liable for any delay or failure to perform any obligation under this Agreement due to any event beyond our reasonable control, including but not limited to, earthquake, fire, flood or any other natural disaster, labour dispute, riot, revolution, terrorism, acts of restraint of government or regulatory authorities, failure of computer equipment and failure or delay of services and platforms used to operate our electronic media.
11. General: You may not resell, assign or transfer any of your rights under this contract without our written consent. Any attempt to resell, assign or transfer rights without our consent will entitle us to cancel the contract without liability to you. A person who is not party to this contract has no right under the Contracts (Rights & Third parties) Act 1999 to rely upon or enforce any terms of this agreement. WealthInsight is subject to the UK Data Protection Act 1998 and is registered in the UK with the Information Commissioner to process your personal information. Our primary goal in collecting personal information from you is to give you an enjoyable customised experience whilst allowing us to provide services and features that most likely meet your needs. We collect certain personal information from you, which you give to us when using our Sites and/or registering or subscribing for our products and services. We also collect certain personal data from other group companies to whom you have given information through their websites. The information provided will be held on our database and may be shared with other companies within the same Group. Occasionally your details may be made available to our external partners.
If you do not want us to continue using this information please notify us at info@wealthinsight.com. Any personal information supplied to WealthInsight as part of this registration process and/or any other interaction with WealthInsight will be collected, stored and used by WealthInsight its subsidiaries, related companies or affiliates in accordance with the WealthInsight Privacy Policy. Please email info@wealthinsight.com for a copy of the WealthInsight Privacy Policy.
• This agreement is governed by English law and each party agrees that the courts of England will have non-exclusive jurisdiction to deal with any disputes arising out of or in connection with this agreement. Changes to this contract can only be made in writing. Printed terms and conditions in any additional documents issued by you or your agent will not be recognised as binding.