Terms and Conditions - Kable
Scope of Agreement: These are the conditions of the contract between you,the Client (“You” and “your”) and Kable (“we”, “us” and “our”) governing your use of our services, including use of services on our website as set out in your e-booking form. This agreement constitutes the entire agreement between Kable 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.
Content and Artwork Responsibilities and Service Requirements:
1 . Profile, Banner, White Papers, Press Release, Newsletter and Video Content and Artwork Responsibility: You are responsible for providing us with all text, illustrations and video by the copy date set out in your e-booking form. You will receive a proof of the advertisement for your approval and any changes must be sent to us in writing by the return date shown on the proof. Changes not communicated by the return date will cause us to assume proof approval. We reserve the right to repeat standing copy or obtain copy to be published should the copy deadline fail to be met. Unless you instruct otherwise, we will continue to run existing advertisement copy where you have booked into multiple editions. If the advertisement materials are provided in a different form to that specified then you will be responsible for any reasonable costs that may arise in preparing the material. Failure by you to supply the necessary copy for your placement in the form specified by the copy deadline indicated by us on the e-booking form will not affect your payment obligations. We retain full editorial approval over the advertisement and positioning of this advertisement on our website will be at our sole discretion. We reserve the right to withdraw/ reject/ amend the material supplied by you for the advertisement which will not affect your obligation to pay for the advertisement in full. In using our services and any advertising space on our website you agree to abide by all applicable laws, regulations and codes of conduct and you will not engage in any activities relating to our services or the website that are contrary to such laws, regulations and codes.
2. Rights: In consideration of us providing our services to you, you assign to us with full title guarantee, for use throughout the world, the copyright (whether vested, contingent or future) in the copy supplied by you and all rights of action in respect of that copy. The above will not operate as an assignment of your trade marks, service marks and logos which will remain your property. However, you hereby grant to us a world-wide, non-exclusive, fully paid license to reproduce and display all trade marks, service marks and logos contained within the copy for the duration of the agreement.
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 (including information, software, data and 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 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.
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 7, 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. 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.
8. 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.
9. 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.
10. 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.
11. 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 and provide us with certification thereof. 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.
12. 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.
13 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 that: 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.
15 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.
16 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.
Invoice & Settlement:Your package will commence in accordance with this purchase order (i) on publication or (ii) five (5) weeks after your order confirmation or (iii), whichever is soonest. You will at this point be given your Authorised user access. An Invoice, with applicable VAT will be raised on acceptance of this contract. Unless expressly agreed otherwise in writing, payment will be due 14 days from the date of 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. In addition, we reserve the right in certain circumstances to modify our payment terms to require full payment in advance and / or require you to provide such other assurances as we may require to secure your payment obligations.
Warranty & Indemnity:You warrant and represent to us that: (i) you have all necessary rights to grant the rights and licences set out in your contract with us; (ii) neither the copy material provided by you nor any material which you may be linked to through your advertisement will contain anything that is defamatory, obscene, false or misleading or which otherwise violates any intellectual property rights or rights of any person; (iii) use of the copy material provided by you will not violate any applicable law or regulation. You agree that there have been no guarantees made by us for this order and that no employee of Kable has made a promise or commitment that does not appear here. You agree to indemnify and hold Kable 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.
Liability: 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 of or inability to use the website, or any of its contents, or from action or omission taken as a result of using the website or any such contents. 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 the Placement/s or the subscription. 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 copy instructions from any of the foregoing. Any agent who shall place an order with us shall be deemed jointly and severally liable with the customer to us in respect of all matters including charges relating to the Advertisement and conditions therein contained.
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, delay of services and platforms used to operate our electronic media or delay of sources from which data is obtained.
Suspension: In the event that you fail to pay any sums due to us under this contract, and such sums remain outstanding to us for more than forty five (45) days from invoice, we reserve the right in our absolute discretion to immediately suspend our services and remove materials or access to the Product. Upon your payment of any such outstanding sums owed to us, we may in our sole discretion allow you to resume any or all of the foregoing uses and shall inform you of our decision in writing. If your service with us should be reinstated and allowed to resume, then your contract period shall thereafter be the remainder of the subscribed period from the date of reinstatement until expiration (as if the contract had not been suspended). This shall not in anyway affect or prejudice our right to terminate the contract or any other rights or remedies available to us.
Duration: This contract commences on the date we receive your e-booking form and will continue initially until the first anniversary on which your contract commenced (see invoice & settlement). The contract will automatically renew on the first anniversary and then on each subsequent anniversary for a further 12 month period (“renewed period”), unless you or Kable has given the other valid notice to terminate. Either party not wishing to automatically renew their contract on the anniversary date must give at least one month’s calendar notice before the anniversary date.
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. Kable 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 by email at; email@example.com.
Terms and Conditions relating to the use of
Kable Electronic ordering Form
1. Please ensure you have read the Terms and Conditions relating to any order you place with Kable. 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 Kable 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 Kable. If Kable accepts your offer we will send a separate email confirming acceptance of the order.