Terms & Conditions
These Terms and Conditions, the Licence Terms set out in Schedule 1 and the Order (together “the” or “this” “Agreement") are a legal agreement between Stylus Media Group Limited (“Stylus” or “us”, “we” “our” etc. ) and the organisation, firm, company or individual on behalf of which these Terms and Conditions have been agreed to by signing an Order issued by Stylus or by accessing the Site (the “Subscriber” or “you” “your” etc. ). The individual signing the Order, or accessing the Site confirms that he or she is authorised to agree to this Agreement on behalf of the Subscriber.
This Agreement applies to any services, content or information which we supply or make available to you from the Site. Please read this Agreement carefully before using our Site or ordering any subscription from it. You should understand that by using our Site or ordering any of our Services, you agree to be bound by this Agreement.
Each individual who accesses our Site also agrees to this Agreement in his or her capacity as an Authorised User or guest (where he or she is not an Authorised User).
The following words and expressions shall have the following meanings in this Agreement:
“Authorised User” means any person who has been given a User ID by or at the request of the Subscriber;
“Commencement Date” means the date upon which Services commence as specified on the Order;
“Force Majeure Event” has the meaning shown in Clause 7.1;
“Licence Terms” means the terms and conditions for use of our Site as set out in Schedule 1 or as subsequently amended;
“Materials” has the meaning shown in Section 4.1 of Schedule 1;
“Order” means a purchase order produced by Stylus and provided to the Subscriber detailing the Services to be provided by Stylus to the Subscriber;
“Site” means the Stylus website at www.stylus.com
“Stylus Services”, “Services” or “our Services” means the content, materials and information made available from the Stylus Site or delivered in accordance with an advisory project from time to time;
“Subscription Fee” means the subscription fee as stated on the Order or in accordance with Clause 4.5 in respect of any Renewal Term;
References to Clause numbers are to clause numbers in these Membership Terms and Conditions, references to Section numbers are to section numbers in Schedule 1 of these Membership Terms and Conditions.
2.1 There will be no obligation for us to supply you with any Services or provide you with access to the Services until we have received the full Subscription Fee from you.
2.2 In return for your paying the Subscription Fee, Stylus grants you the right for your Authorised Users to use and access the Stylus Services upon the terms and provisions of this Agreement.
2.3 Either Stylus or the Subscriber (at Stylus’s discretion) shall allocate a User ID for each Authorised User to access the Stylus Site.
2.4 These Terms and Conditions apply to the Agreement to the exclusion of any other terms that you may seek to impose or incorporate in any purchase order, or which are implied by trade, custom, practice or course of dealing.
3. Your Warranties And Obligations
3.1 You warrant and confirm that all information provided to us by email or otherwise in writing is true and accurate and you undertake to notify us immediately and, in any event within seven days, if any of that information changes.
3.2 All User IDs are personal to the Authorised User for which they have been issued only and should not be transferred. Each Authorised User is only entitled to one username and password and may only access the Services using their Subscribers corporate email address. You agree that all User IDs will be kept confidential and must not be disclosed to any third party. You are responsible for any use or misuse of any User ID and you will report to us any suspected misuse immediately.
3.3 You agree to and must comply with the Licence Terms (set out in Schedule 1).
3.4 You are responsible for the compliance by your Authorised Users with the terms and provisions of this Agreement and any breach by any Authorised User of the terms and provisions of this Agreement shall be considered a breach by you. You agree to put in place appropriate processes and procedures in order to monitor compliance with this Agreement by your Authorised Users.
3.5 You agree to notify us immediately if you become aware of any breach by any Authorised User of this Agreement
3.6 You agree to indemnify us and keep us indemnified in respect of any losses, costs, charges and liabilities which we may suffer or incur by virtue of any breach by you or any of your Authorised Users of Section 4 Schedule 1 of this Agreement
3.7 You agree to notify us immediately if you become aware of any infringement or potential infringement of any intellectual property rights in the Stylus Services.
4. Fees And Payment And Term And Termination
4.1 You agree to pay us the Subscription Fee annually in advance of the Commencement Date and each anniversary of it. The Subscription Fee is non-refundable.
4.2 Invoices for the Subscription Fee will be submitted to the Subscriber annually in advance to the address you have provided to us and are payable immediately upon receipt. All payments required by this Agreement are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes (“VAT”) goods and service taxes (“GST), excise, business, service and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively “Taxes”). The Customer will be responsible for and bear Taxes associated with the purchase of, payment for, access to or use of the Services. Taxes shall not be deducted from the payments to us, except as required in law in which case, the Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, Stylus receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Each Party is responsible for and shall bear Taxes imposed on its net income.
4.3 Without prejudice to any other rights to remedies which we may have, if you fail to make a payment on time:
4.3.1 we may suspend all access to the Services;
4.3.2 you shall be liable for (and will pay to us on demand) any costs of collection which Stylus incurs including, without limitation, any legal fees in recovering the sums not paid on time.
4.4 The contract between us on the terms of this Agreement shall come into effect upon the earliest to occur of your signature of the Order or your accessing the Site and shall continue for a period of twelve months from the Commencement Date and after that for additional consecutive periods of twelve months with effect from each anniversary of the Commencement Date thereafter (“Renewal Term”) unless and until this Agreement is terminated earlier in accordance with any of its other provisions.
4.5 Either party may terminate this Agreement with effect from the end of any twelve month period referred to in Clause 4.4 by giving notice to the other party in accordance with Clause 6 at least sixty days before that 12 month period comes to an end. Unless otherwise agreed in writing, the applicable Subscription Fee for each Renewal Term will be the rate card price prevailing in the applicable location at the commencement of the Renewal Term for the Services licensed in the previous term (or their nearest equivalent). If, during the 60 days prior to termination, you download data from the Services, notwithstanding Section 4.2 of Schedule 1 and regardless of whether such activity constitutes a breach of this Agreement, such that the data downloaded (a) is twice that of your monthly downloading average in the preceding six (6) months or (b) constitutes over five percent (5%) of the Materials, then you will pay to us, in full upon termination, an excess fee equivalent to the Fee payable for the next Renewal Term.
4.6 Stylus may terminate this Agreement upon any breach of this Agreement by the Subscriber or any of that Subscriber’s Authorised Users.
5. Disclaimer, Limitations And Exclusions Of Liability
5.1 Without limiting your general obligation to comply with and accept the Licence Terms, you expressly agree and acknowledge that our Site is provided on the basis of and subject to the Limitations, Disclaimers and Exclusions of Liability in the Licence Terms and you agree to accept and be bound by them in all respects in relation this Agreement.
5.2 This Agreement sets out the entire liability and all obligations of Stylus. All conditions, warranties and other terms and provisions which might otherwise be implied by law are excluded from this Agreement.
6.1 All notices given by you to us must be given to Stylus Media Group Limited at 16-19 Eastcastle St, London, W1W 8DY or email@example.com. We may give notice to you at either the e-mail or postal address that you have provided to us. Notice may also be given to you by us or our Site. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter or three hours after having been posted on our Site. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the e-mail address of the addressee.
7. Events Outside Our Control
7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our control (“Force Majeure Event”).
7.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our control and includes in particular (without limitation) the following:
7.2.1 strikes, lock-outs or other industrial action;
7.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
7.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
7.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
7.2.5 impossibility of the use of public or private telecommunications networks;
7.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
7.3 Our performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We may terminate this Agreement in any event if any Force Majeure event lasts for one month or more.
8.1 If we fail, at any time to insist upon strict performance of any of your obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
8.2 You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without our prior written consent.
8.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time.
8.4 A waiver by us of any default shall not constitute a waiver of any subsequent default.
8.5 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
8.6 If any of these Terms and Conditions or any provisions of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
8.7 This Agreement represents the entire agreement between us in relation to its subject matter and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
8.8 We each acknowledge that, in entering into this Agreement, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us prior to such Agreement except as expressly stated in this Agreement.
8.9 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of this Agreement (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in this Agreement.
1.1 References to Section numbers in this Schedule 1 are to section numbers in this Schedule 1. References to Clause numbers are to clause numbers in the Membership Terms and Conditions.
2. Information About Us
2.1 The Site is operated by Stylus Media Group Limited ("Stylus" "we" "our" etc.). We are registered in England and Wales under No: 7053320 and have our registered office and trading address at 16-19 Eastcastle St, London, W1W 8DY; our VAT number is 987199053.
3. Accessing Our Site
3.1 We reserve the right to withdraw or amend the service we provide on our Site without notice. We will not be liable for any reason if our Site is unavailable at any time or for any period.
3.2 Whilst parts of our Site are available to guests, access to many parts of our Site, and to our entire Site, is limited to Authorised Users. Each Authorised User agrees to keep any user ID confidential and not disclose it to anyone else. We reserve the right to disable any user identification code or password at any time if in our opinion you or any Authorised User have failed to comply with any of the provisions of these Licence Terms.
3.3 The time for which you can access our Site as an Authorised User is as set out in the Agreement between us and the Subscriber. However, Stylus reserves the right to suspend or terminate your access to and/or use of our Site at any time at its sole discretion with or without notice.
4. Use Of Stylus Content
4.1 Stylus Services and all materials on the Site (together "Materials") belong to us or our Licensors.
4.2 For so long as you are an Authorised User you may retrieve and display Materials from our Site on a computer screen, you may playback any video content, you may print individual pages on paper (but not photocopy them) and store such Materials and pages in electronic form on servers, PCs or other storage devices which are under the Subscriber’s control or that of one of its Authorised Users for internal use in the Subscriber’s business only. Authorised Users may use any of the Materials as source material (in internal reports to employees of the applicable Subscriber) but only if they give full credit to Stylus as the source and include relevant trade mark and copyright notices. You are not permitted to copy the designs, trademarks or other content or intellectual property of any third party included in the Materials as this may result in legal action being taken against you by the owner.
4.3 Except as expressly permitted as set out above, you may not resell, reproduce, modify or in any way commercially exploit the Materials. In particular, but without limitation, you are not permitted to do any of the following without our prior written consent;
4.3.1 redistribute any of the Materials;
4.3.2 remove or alter any copyright notices, trade mark notices and other identification or disclaimers as they may appear on the Services, on the Site or on any print format thereof;
4.3.3 create a database in electronic or other form by downloading and storing all or any of the Materials other than on a server or equipment under the control of the Subscriber or an Authorised User as permitted under Section 4.2.
4.3.4 systematically make copies, electronic or otherwise, of multiple extracts of the Materials for any purpose;
Requests for consent pursuant to this Section 4.3 should be addressed to Stylus in accordance with Section 14 below.
4.4 For the avoidance of doubt, except for the license granted, Stylus retains and reserves all right, title, ownership, and interest in and to the Services and any intellectual property therein.
4.5 You will not create or operate, or assist in the creation or operation, of services competitive or potentially competitive to the Services, provided that this prohibition does not apply to your use of services competitive to the Services.
4.6 All Stylus content and Materials must be deleted from all servers, PCs and other storage devices immediately on termination of this Agreement.
5. Limitations, Disclaimers And Exclusions From Liability
5.1 We will endeavour to make the Services available at all reasonable times but we do not guarantee that they will be available at all times, especially, but without limitation, as availability of our Site its dependent on the availability of communications and networks outside our control. We will not be liable if for any reason our Site is unavailable at any time or for any period.
5.2 All Stylus Services are provided by way of general information and are not specific to any requirements you may have. Without limitation the Stylus Services do not amount to advice or recommendations and you should not use them to make, or refrain from making, any decisions. You should not rely on the Services to provide you with any specific advice or returns.
5.3 Our Site may contain third party advertisements, directories or other third party material. It may also contain links to third party Sites. We are not responsible for any third party advertisements, material or the content of any third party Sites and we accept no responsibility for them or for any damage that may arise from your use of them.
5.4 Stylus Services are provided "as is" and as available and we do not give any guarantees, conditions or warranties as to their accuracy or completeness.
5.5 All conditions, warranties and other terms which might otherwise be implied by law are excluded from this Agreement.
5.6 Subject to Sections 5.7 and 5.8, we do not accept any liability for any direct, indirect or consequential loss or damage incurred by you or by any Authorised User or guest in connection with our Site or in connection with the use, inability to use, or results of the use of our Site, any actual or alleged defamatory statements, any websites linked to it and any materials posted on it.
5.7 Subject to Section 5.8, we do not accept any liability for, without limitation:
- (a) loss of income or revenue;
- (b) loss of business;
- (c) loss of profits or contracts;
- (d) loss of anticipated savings;
- (e) loss of data;
- (f) loss of goodwill;
- (g) wasted management or office time; and
for any other loss or damage of any kind, however arising and whether arising in tort (including negligence), by reason of breach of contract or otherwise, even if foreseeable.
5.8 We do not exclude liability for death or personal injury caused by our negligence, nor liability for fraud or fraudulent misrepresentation. We do not exclude any other liability which cannot be excluded or limited under applicable law.
6. Contributions, Bulletin Boards And Discussions Groups
6.1 “Contribution" refers to any material and/or content which you post, share, upload or place or which you have posted, shared, uploaded or placed on our Site.
6.2 Our Site may include bulletin boards, forums, chat rooms, discussion groups and other public areas which allow users to post content to our Site which may or may not be interactive. You understand and agree that we do not monitor or review Contributions to our Site.
6.3 However, we reserve the right to terminate our agreement with any Subscriber and/or delete or remove any Contribution or other content with or without reason at our sole discretion including but not limited to any content which breaches the terms of this Agreement. We do not accept any liability for any direct, indirect, consequential, economic or other loss or damage to you or to any other person caused by such Contribution, as a result of terminating our agreement with you and/or resulting from the deletion of any Contribution or other content.
6.4 You are solely responsible for the content of all Contributions you make. You agree to comply with any rules or policies relating to content of such Contributions which we make available or post on our Site. Without limitation Contributions must not:
6.4.1 contain any material which is or could be defamatory in any way;
6.4.2 contain any material which is illegal, offensive, threatening or violent, sexually explicit or discriminatory or which may otherwise contain any content which may be illegal or offensive;
6.4.3 advertise or promote any product or otherwise be used for commercial purposes;
6.4.4 be likely to harass, intimidate, upset, embarrass, alarm or annoy any other person;
6.4.5 infringe any third party intellectual property rights;
6.4.6 contain any viruses or harmful elements;
6.4.7 restrict or inhibit any other person from making any contribution or using our Site.
6.5 All Contributions will be considered non confidential and will be publicly available. By submitting to Contributions you give us the right to use, copy, distribute and disclose to third parties any such Contributions for any purposes and warrant and represent that you have all rights to do so.
7. Confidentiality, Security And Data Protection
7.1 Each Party agrees to take reasonable steps to ensure that all personal data and information of a confidential nature (including any of the other Party’s Intellectual Property of a confidential nature) provided by the other Party under or in relation to the Agreement is kept confidential.
7.2.1 unless otherwise agreed with you, or required or permitted by law, to process such personal data only for the purpose of performance of the Services; and
7.2.2 in its performance of the Services, to implement reasonable technical and organisational security measures to protect such personal data against unauthorised or unlawful processing and against accidental loss or destruction of, or damage to the same.
7.3 With regard to any personal data input by or collected from you or an Authorised User that may be stored or processed in the Site, such data will be stored and processed by Stylus in accordance with data protection legislation. The Service is a hosted online application, Stylus may therefore occasionally need to notify all Authorised Users of important announcements regarding the operation of the Services.
7.4 You acknowledge that Stylus may from time to time appoint one or more third Party providers to host the Services and the data within the customer account, which may involve storage of data within a Cloud-based infrastructure. Whilst Stylus takes reasonable steps to ensure that such providers provide appropriate security guarantees, you acknowledge that there are security and data protection risks inherent with these services, and that data may not be stored within the European Union. Further information about these services is available upon request.
7.5 Stylus may store and process contact and account details of Authorised Users and other customer contacts for its own purposes, including provision of the Services, invoicing and payments, reviewing and enforcing compliance with the Agreement, and communicating with the Customer and Authorised Users.
7.6 Stylus may also track individual Authorised Users’ use of the Services to assess your use of the Services or otherwise if requested by you.
7.7 Following termination of any Services or the Agreement, Stylus shall be entitled to retain such records relating to the Services and the Agreement as it may reasonably require to maintain records of the Services, to comply with its legal obligations and to defend its legal rights.
8. Effect Of Merger Or Acquisition
8.1 If you acquire, or are acquired by, or merge with a business entity which also is a subscriber of the Services, and if the license terminates before the license of the other business entity terminates, then the term will extend until the end of the term of the other license, and the Subscription Fee payable under the extended term will increase, on a pro rata basis, by five percent (5%) over the then-applicable Subscription Fee.
9. Further Services
9.1 We may offer you the opportunity to take up our own or third party products or services on a paid for basis and which will be clearly identifiable as such.
11. Information About You And Your Visits To Our Site
11.1 We will process information about you which we obtain via our Site. By using our Site, you warrant that all data provided by you is accurate.
13. Law And Jurisdiction
13.1 This Agreement or any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
14. Contact Details
We can be contacted at:
Stylus Media Group Limited
16-19 Eastcastle St,
London, W1W 8DY
Telephone: +44 (0)20 3178 2279