IMPORTANT - PLEASE READ CAREFULLY
1.1 These are the terms and conditions of service ("Terms") which govern the use of the Emolument.com website ("The website") owned and operated by Emolument.com Limited ("Emolument.com"). Your use of the Website is conditional on you complying with these Terms.
1.2 Please note, when you subscribe to the Website, these Terms will be governed by the laws of England and Wales and will operate as between Emolument.com and you, to the maximum extent permissible under the law of the territory that you are located in.
1.3 Provision of registration information by you to us (where relevant) will constitute an offer by you to become a Subscriber on these Terms and any other terms applicable to the specific subscription (including, without limitation, terms relating to the number of licensed users, the applicable charges and period of any subscription). You will not become a Subscriber nor be entitled to access the Website unless and until we notify you of our acceptance of such offer, including, but not limited to, providing you with a user name and password.
1.5 Please read these Terms carefully. Each time you access the website these Terms will apply. These Terms may be amended in accordance with Clause 13 below. It is your responsibility to bring these Terms to the attention of anyone who may, through you, access the Website or view or use any Content (as defined below). If you have any questions regarding these terms please contact us at email@example.com. If you do not wish to be bound by these Terms, do not use the website.
1.6 You may access the website as follows
(a) if you register as a "Subscriber" to our subscription Service, or
(b) by accessing the Website without registration or subscription (as a "Visitor"). In such circumstances, your use of the Website or any Content (as defined below) constitutes your acceptance of these Terms.
1.7 To the extent any individual accesses the website as an employee, partner, director, agent or representative ("Agent") of any legal entity which is a Subscriber, the Agent warrants that he or she has authority to agree to these Terms on behalf of the relevant legal entity.
1.8 Please also see our privacy statement set out on the Website in relation to use of your personal data by Emolument.com.
2.1 "you/your" means (as appropriate), the Visitor or Subscriber accessing the Website.
2.2 "we/us/our" means Emolument.com in accordance with Clause 1.2 above.
2.3 "Content" means all material, data and information on the website or provided as part of a Service.
2.4 "Service" means the supply of on-line or electronic information and data products.
3.1 All rights in and to the Content and the Website belong to us or our third party content providers and are protected by the copyright, trademarks, and/or other intellectual property rights ("Intellectual Property") of the UK, US and other countries. We may license third parties to use the Content at our sole discretion.
3.2 You may use the Website and the Content solely for your own personal use and benefit and not for resale or other transfer or disposition to any other person or entity. You may not use, reproduce, modify, transfer, exploit, distribute or dispose of any Content for commercial purposes, nor in any manner that might compete with our business.
3.3 Subject to the limitations in Clause 3.2 above and your compliance with Clause 4, you may retrieve and display Content on a computer screen, print individual pages on paper (but not photocopy them) and store such pages in electronic form on disc (but not on any server or other storage device connected to a network).
3.4 The trade mark 'Emolument.com' is the property of Emolument.com. This mark may not be used without the express prior written permission of Emolument.com.
3.5 If it is brought to our attention that you have sold, published, distributed, retransmitted or otherwise provided access to any article(s) from the Content to anyone without our express prior written permission, we will invoice you for copyright abuse damages of £1,000 per article unless you can show that you have not infringed any copyright, which will be payable immediately on receipt of the invoice. Such payment shall be without prejudice to any other rights and remedies which we may have under these Terms or applicable laws.
3.6 Any request for permission to republish, reprint or use for any other purpose any articles from the Website or our trade mark should be sent to firstname.lastname@example.org.
3.7 DISCLAIMERS AND LIMITATIONS OF LIABILITY. WITHOUT PREJUDICE TO THE LIMITATION OF LIABILITY PROVISIONS AT CLAUSE 11 BELOW, YOU AGREE THAT YOUR USE OF ANY SITE, CONTENT OR SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT ALL SITES, CONTENT AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE. " THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE CONTENT. SAVE AS PROVIDED IN THESE TERMS, NEITHER WE NOR OUR SUPPLIERS AND LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES AND, TO THE FULLEST EXTENT ALLOWED BY LAW, EXCLUDE ALL IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE) REGARDING (A) THE SUITABILITY OF THE INFORMATION; (B) THE ACCURACY, AVAILABILITY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE SITES, CONTENT OR SERVICES; OR (C) THE RESULTS OBTAINED FROM ACCESSING AND USING ANY SITE, SERVICE OR CONTENT. FURTHER, WE DO NOT REPRESENT OR WARRANT THAT (A) THE FUNCTIONS CONTAINED IN THE SITES OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) DEFECTS WILL BE CORRECTED; (C) THE SITES, THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR (D) THE USE OF ANY OF THE CONTENT WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
4.1 This Site is not intended for users of under eighteen (18) years of age, and such individuals are not permitted to be Subscribers. If individuals under eighteen (18) years of age wish to view material on any Site as a Visitor, their parent or guardian must agree to these Terms on their behalf.
4.2 You represent and warrant that:
(a) you have the capacity to agree to these Terms; and
(b) you are at least eighteen (18) years of age.
4.3 You undertake that you will, and if you are a Subscriber, you will procure that any licensed user under your subscription will:
(a) comply with all applicable laws in relation to the Website, including without limitation, laws relating to the use of Intellectual Property;
(b) not use the Website or the Content outside the scope of permitted use under Clause 3 above and will not infringe any Intellectual Property or other rights in or relating to the Website or of any third party;
(c) not copy, reproduce, recompile, decompile, disassemble, reverse engineer, upload, download, transmit, create derivative works from or otherwise exploit or tamper with the Website;
(d) not prevent or restrict the use of the Website by other authorised users nor hack into or cause damage to any server or other equipment operated by us; and
(e) comply fully with these Terms.
4.4 You are responsible for procuring the necessary equipment and the payment of telephone and other charges necessary to access and/or use the Website. We are not responsible for the reliability or continued availability of the telephone lines and equipment you use to access and/or use the Website.
5.1 Subject to and without limitation to Clauses 3.7 and 11, we will exercise reasonable skill and care in our provision of the Website to Subscribers, but from time to time faults may occur, in which case we will use reasonable efforts to repair them as soon as reasonably practicable.
6.1 In order to access the Website you must register with us as a Subscriber. Charges are payable for receipt of our Service and you may receive such Services on these Terms as a Subscriber who has paid the relevant charges (in accordance with Clause 7 below) for a specified period of time and either a specified number of licensed users or a site licence (a "subscription").
6.2 In order to register with us, you must provide us with accurate and complete information. It is your responsibility to inform us of any changes to that information (including, without limitation, your email address), by updating your details on the relevant section of the Website or contacting us using contact details on the Website. If you do not provide accurate and complete information when you register, we may not be able to provide the Services or Content that you request or that are suitable to you.
6.3 When you register, you will be given one or more user names and passwords, as appropriate for your registration or subscription.
6.4 Except to the extent a user name and password is intended for more than one licensed user as agreed by us in writing, the following are not permitted:
(a) any Subscriber or licensed user under any subscription sharing their user name and password; nor
(b) access through a single user name and password being made available to multiple users on a network.
6.5 Notwithstanding the restrictions in Clause 6.4 above, you are responsible for all access and use of the Website by you or anyone else using any of your user names and passwords and for preventing unauthorised use of any of your user names and passwords. If you believe there has been any breach of security (such as the disclosure, theft or unauthorised use of any user name, password or any payment information), you must notify us immediately by emailing email@example.com.
6.7 The following additional provisions shall apply:
(a) all licensed users under any subscriptions must be employees of your organization;
(b) in the event that a licensed user ceases to be an employee of your organization, you must notify us immediately;
(c) you must provide to us the corporate email address of each licensed user for use as the user name for such licensed user; and
(d) you agree that we may refer to your name and to the Services we have provided to you when marketing our services.
7.1 Subscribers must pay certain charges in order to receive the relevant subscription Service (unless we agree otherwise for a trial period). The applicable charges will be as agreed between you and us. All payments (including any applicable taxes) must be made in any currency that we may specify. If we do not receive payment for any charges due, we may immediately suspend your rights in relation to our Service (including access to our Website). You are responsible for the payment of all charges associated with the use of the Website using your user name and password.
7.2 If we cancel your rights in relation to any subscription Service, unless you are or have been in breach of these Terms, we shall refund you on a pro rata basis any subscription charges you have paid in advance (for the relevant cancelled subscription) which relate to any unexpired part of the subscription period at the date of cancellation. You will still be responsible for any fees or other charges incurred by you until the cancellation of your rights in relation to the relevant subscription Service.
7.3 If you cancel your subscription to any Service prior to the end of the subscription period:
(a) subject to Clauses 7.3(b) and (c) below, you shall be entitled to a refund on a pro rata basis of any subscription charges you have paid in advance for any complete months remaining of the subscription period at the date of cancellation beyond the initial two years of the subscription period;
(b) we shall deduct from the refund due an administration fee of Â£100, US$150 or ?150 (depending on the relevant currency of payment); and
(c) if you were granted any discount on the full value of the subscription charges for the subscription period, we shall recalculate the value of the initial year of the subscription period on the basis that no discount was applied to such year.
We may give you the option to request Content by email. We will also send you emails to keep you updated on developments in our Website and Service. Your subscription to such an email Service and your use of the Content received through these email Services will be subject to these Terms. You can unsubscribe to our email Service by changing your email preferences on the Website.
9.1 You may create a link from your website to the home page of our Website provided that you contact us first and provided that you do not link to the Website from any website containing any material which would be in breach of Clauses 4.3(b) to (e) above or which is otherwise unlawful.
9.2 Upon linking to the Website pursuant to these Terms, we shall grant you a non-exclusive, non-transferable, royalty-free license to use our trade marks solely for the purposes of providing an underlined, textual link from your website to the Website. Without prejudice to Clause 3.4, no other use of our trade marks or name is permitted without our express prior written permission.
9.3 The potential linking to an internal or subsidiary page of the Website located one or several levels down from the home page ("Deep Linking") or the bringing up of or presenting Content within another website ("Framing") is not permitted without our express prior written permission. You must seek and obtain our express prior written permission before Deep Linking or Framing the Site or any Content by contacting us and providing us with:
(a) your name, email address and telephone number;
(b) the name of your company;
(c) the web address(es) where the proposed Deep Linking or Framing will occur; and
(d) specific details about the contemplated Deep Linking or Framing.
10.1 The Website may contain:
(a) links to other websites provided by Sponsors or other third parties ("External Sites"). We shall endeavour to highlight such links although some External Sites may be co-branded with ours. External Sites may advertise or provide the opportunity for you to purchase third party products or services ("Third Party Services"); and/or
(b) advertisements for, and/or the opportunity for you to purchase Third Party Services.
10.2 The content of External Sites and Third Party Services is not maintained or controlled by us and we are therefore not responsible for the availability, content or accuracy of External Sites or Third Party Services. We do not (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, a Site or Service; (b) guarantee the accuracy, completeness, usefulness or adequacy of External Sites or Third Party Services; or (c) make any endorsement, express or implied, of any External Sites or Third Party Services. Any advertisement or promotion on a Site of a Third Party Service is not an inducement by us for you to enter into any agreement with the relevant third party.
10.3 Any communications or contracts relating to Third Party Services, payment for and delivery of Third Party Services, and any other associated terms, conditions, warranties or representations are exclusively between you and the relevant third parties. You agree not to hold us liable for any loss or damage incurred as the result of any such contracts, communications or other dealings or the presence of such third parties on any Site.
11.1 Nothing in these Terms shall exclude or limit our liability for fraud or intentional unlawful conduct by us, or death or personal injury resulting from our negligence and the remaining provisions of this Clause 11 below, and Clause 3.7, shall be subject to this provision.
11.2 The Content is made available for your general information and use and is not intended for recruitment purposes or to address your particular requirements. We do not represent or endorse the accuracy, completeness or reliability of any advice, opinion, statement or other information forming part of the Content. Reliance upon any Content shall be at your own risk.
11.3 Without prejudice to Clause 11.2, the Content does not constitute any form of advice, recommendation or arrangement by us (including, without limitation, recruitment advice or an offer or solicitation to buy or sell any security, financial product or other investment) and is not intended to be relied upon by users in making (or refraining from making) any specific recruitment or other decisions. Appropriate independent advice should be obtained before making any such decision. Any arrangements made between you and any third party named in any Content are at your sole risk and responsibility.
11.4 Neither we, nor any of our suppliers, officers, employees, partners, affiliates, subsidiaries, successors and assigns, agents or representatives (our "Representatives") will be liable to you for:
(a) any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by you, even if we or any of our Representatives have been advised of their possible existence; nor
(b) any direct damage loss or expenses arising from loss of customers, loss of profits, loss of anticipated profits or loss of savings.
11.5 Without prejudice to Clause 11.4, neither we nor any Representative shall be liable to you for any direct or indirect damage, loss or expenses suffered by you as a result of:
(a) any viruses, worms, "Trojan horses" or similar programs, denial of service attack, spamming or hacking or consequential damages or any claim against us by any other party;
(b) any fault, inaccuracy, omission, delay or any other failure in the Website or Service caused by your computer equipment or arising from your use of the Website on such equipment;
(c) any inaccuracies or errors in or omissions from any Content including, but not limited to, quotes and financial data; or
(d) any delays, interruptions or short-term or immaterial errors in the transmission or delivery of the Website or Service; or
(e) any additions, deletions or changes made to the Content at any time.
11.6 Without prejudice to Clauses 11.4 and 11.5 and except where you are a Subscriber who has paid the relevant subscription charges, neither we nor any Representative shall be liable to you for any direct or indirect loss, damage or expenses arising by any reason of non-performance by us of these Terms or any other term of our agreement with you.
11.7 Without prejudice to Clause 22 below, to the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these Terms including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in Clause 3.7 and this Clause 11 shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
11.8 Without prejudice to the limitation of liability provisions above, in the event that you incur any loss, damage or expense arising out of your use of the Website, you agree that our liability to you shall be limited to the higher of (a) the total amounts paid by you to us in the last month in relation to the Website and (b) the sum of Â£200.
You agree to indemnify and hold us, our Representatives, licensors and sub-contractors harmless against all costs, claims, damages, liability and expenses (including any professional fees) which we might incur by reason of a breach by you of these Terms including, without limitation, any of the warranties, representations and undertakings in Clauses 4 above. For the avoidance of doubt, this indemnity shall extend (without limitation) to any losses which we may suffer as a result of the use by third parties of your user name and password, except in circumstances where you can demonstrate to our satisfaction that such third party obtained the relevant details through no fault (including, without limitation, negligence) of your own.
We may make additions, deletions or changes (together, "amendments") to the provisions of these Terms from time to time. Any amended Terms will be notified to you by being posted on the Website. It is your responsibility to refer regularly to these Terms and note any amendments. Amendments will come into effect immediately on the amended Terms being posted on the Website and you will be deemed to have accepted them if you access the Website after that time. If you do not wish to accept them, you must cancel these Terms as described below.
From time to time we will run competitions, free prize draws and promotions on the Website. These are subject to additional terms that will be made available at the time of such competitions, and such additional terms shall be deemed incorporated into these Terms.
15.4 Subscriptions to the Website, unless otherwise agreed between you and us, will be for a period of one year. If your subscription period is over two (2) years, you may cancel your subscription on no less than thirty (30) days' notice to us by post or email using the customer service contact details set out at the end of these Terms. You should quote the subscription reference number. For the avoidance of doubt, if your subscription period is for two (2) years or less, you shall not be entitled to cancel your subscription.
15.5 We may cancel your (and your licensed users') access to and use of the Website at any time if you or any of your licensed users commit a breach of any provision of these Terms, immediately without us having to provide notice to you.
15.6 Cancellation of your access to and use of the Website shall not affect any provision of this agreement which is expressly or by implication intended to come into effect or to continue in effect after such cancellation or expiry.
15.7 Cancellation of your access to and use of the Website shall not affect our right to receive any outstanding sums due to us at the date of cancellation, which sums shall be payable within fifteen (15) days of such cancellation.
We reserve the right to delete or change any aspect of the Content, the Website and/or any of the technical specifications or any aspect of the same. You agree and acknowledge that such changes may result in you being unable to access the whole or any part of the Website.
Failure by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.
These Terms (including any terms incorporated by reference in these Terms), constitute the entire agreement between you and us with respect to your access to and use of the Website and supersede all prior agreements, negotiations and discussions between you and us relating to the same. Without prejudice to Clause 3.6 above, we exclude any representations and warranties previously given or made in relation to the same.
19.1 These Terms (and any dispute or claim arising out of or in connection with these terms, including non-contractual disputes or claims), to the maximum extent permissible under the law of the territory that you are located in, will be governed by the laws of England and Wales and will be subject to the non-exclusive jurisdiction of the English courts.
20.1 We shall not be deemed to be in breach of these Terms by reason of any delay in performing, or any failure to perform any service or our obligations in relation to these Terms, if the delay or failure was due to any cause beyond our reasonable control, including but not limited to acts of God, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, epidemics, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, or industrial actions or trade disputes (whether involving our employees or of third parties).
20.2 In the event we are so hindered or prevented, we shall take reasonable steps to give notice of suspension as soon as reasonably possible to Subscribers stating the date and extent of the suspension and its cause. We shall resume the performance of those obligations that have been suspended as soon as reasonably possible after the removal of the cause. In the event that the cause continues for more than one (1) month we shall refund you for any subscription charges you have paid in advance for any suspended Service.
21.1 You may not assign, sub-license or otherwise transfer any of your rights under these Terms without our prior written consent.
21.2 We may assign, sub-contract or transfer any and all of our rights and obligations under these Terms to any company or any entity who acquires a substantial part of the assets of our business without your prior written consent.
If any provision of these Terms is found to be wholly or partially invalid, void or unenforceable by any court having competent jurisdiction or by virtue of any legislation or any other reason, that provision shall be invalid, void or unenforceable to that extent only and no further and the validity and enforceability of the remaining provisions of these Terms shall not be affected.
Any notice which is required to be given pursuant to these Terms shall be made by email or first class post, in the case of you, to the address provided on your registration form and, in the case of us, to the address posted on the Website. Any such notice shall be deemed to have arrived if sent by post within three (3) days of posting and if sent by email at the time of transmission.
No term of these Terms is intended to be enforceable by any person other than you or us.
Headings in these Terms are for convenience only and will have no legal meaning or effect.
Emolument.com Limited is a company registered in England and Wales under number 07916343 whose registered office is at Emperor's Gate, 114a Cromwell Road, London SW7 4AG, United Kingdom and VAT number is GB142 8343 21.
33 Cannon Street
London EC4M 5SB