Quality Financial Media - terms and conditions of business
This page tells you information about us and the legal terms and conditions (Terms) which will apply to you whether you are a visitor to our Site (as defined below) or have subscribed to receive our Services (as defined below) via our Site.
These Terms will apply to your use of our Site and to any Services which you have subscribed to receive from us via our Site. Please read these Terms carefully and make sure that you understand them before using our Site or subscribing for any of our Services. If you do not agree to these Terms, please do not use our Site or any of our Services.
These Terms, together with any subscription form you have submitted to us to subscribe for our Services (Subscription Form), form the agreement between you and us in relation to your use of the Site and the Services (the Agreement).
Our Site and Services are designed for business users only. By accessing and using our Site or by subscribing for any of our Services, you confirm that you are acting in the course of your trade, business or profession and that you are not a consumer. If you are a consumer, please do not access or use our Site or any of our Services
If you are agreeing to these Terms on behalf of a business, you warrant that you have the authority to bind the business to these Terms.
We are Quality Financial Media Limited, a company registered in England and Wales under company number 0977825.
You can contact us by e-mailing us at firstname.lastname@example.org.
These Terms, and any contract between us, are only in the English language.
1.1 Definitions. In these Terms, the following definitions apply:
Affiliate: your holding companies and subsidiaries and your holding companies' subsidiaries and the terms "holding company" and "subsidiary" shall have the meanings set out in section 1159 Companies Act 2006.
Authorised Users: your employees, agents and independent contractors who are authorised by us to access and use the Site and the Services.
Basic Service: the basic service which we provide to Media Owners as described in more detail on the Site.
Branding: the name "Quality Financial Media" and all other names, logos and branding which appear anywhere on the Site or on any materials we make available from the Site.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by you to us for the Services.
Contribution: any contribution you make to the Site or our Services, including any material you provide for our News Services and any communications you have with others via any of the Site's Interactive Features.
Data Services: the data services which we provide to Media Owners which allow them to receive aggregated data on who has visited their profile on the Site as described in more detail on the Site.
Force Majeure Event: an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of our subcontractors.
Initial Subscription Period: the period of your initial Subscription for our Services as set out on your Subscription Form.
Insolvency Event: an event where: the relevant party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; the relevant party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the relevant party; an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the relevant party; the holder of a qualifying floating charge over the assets of the relevant party has become entitled to appoint or has appointed an administrative receiver; a person becomes entitled to appoint a receiver over all or any of the assets of the relevant party or a receiver is appointed over all or any of the assets of the relevant party; the relevant party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or the relevant party suffers any similar event in any jurisdiction.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Interactive Feature: any feature which allow you to interact with other users of our Site, including chat rooms, blogs and bulletin boards.
Media Owner: the owner or operator of any financial media which includes newspapers, magazines, television networks and radio stations.
Media Owner Services: the Basic Service and the Premium Service.
Media User: any person who uses our Site to search for information on Media Owners or financial media.
Media User Services: the services which we provide to Media Users which allow them to access and search the Site for information on Media Owners and financial media as described in more detail on the Site.
Newsfeed: the newsletters and RSS newsfeed we provide to our customers.
News Services: the news services which we provide to Media Owners and Media Users via the Newsfeed as described in more detail on the Site.
Premium Service: the premium service which we provide to Media Owners as described in more detail on the Site.
Renewal Subscription Period: as defined in clause 14.2.
Services: the services you have subscribed to receive from us which shall be the Media Owner Services, the Media User Services, the News Services and/or the Data Services.
Site: the website at qualityfinancialmedia.com or such other website as we may nominate from time to time.
Site Content: the content of the Site from time to time, including without limitation all graphics, documents, materials, data, information and code posted or made available via, or comprised within, the Site from time to time.
Subscription: your subscription to access and use the Site and the Services.
Subscription Period: the period of your Initial Subscription Period plus any Renewal Subscription Period.
User Subscriptions: the user subscriptions we grant you from time to time which entitle Authorised Users to access and use the Site and the Services subject to these Terms.
You, Your: the individual or business using our Site or subscribed to receive any of our Services.
1.2 Construction. In these Terms, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under it;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written excludes faxes and e-mails.
2.1 You acknowledge and agree that we own the Branding and that you do not have any rights to use the Branding for any purpose without our prior written consent.
3 Right to use our site and services
3.1 If you are a visitor to our Site, we grant you, subject to these Terms, a non-exclusive right to access and use the unrestricted parts of our Site on a limited and temporary basis.
3.2 If you subscribe for any of our Services, we grant you, subject to these Terms, a non-exclusive, non-transferable, non-sub-licensable right to permit the Authorised Users to access and use the relevant parts of our Site and the Services for the duration of the Subscription Period solely for your own internal business purposes.
3.3 In relation to the Authorised Users, you undertake that:
3.3.1 the maximum number of Authorised Users that you authorise to access and use the Site and the Services shall not exceed the number of User Subscriptions you have purchased from us from time to time;
3.3.2 you will not allow or suffer any User Subscription to be used by more than one individual Authorised User;
3.3.3 each Authorised User shall keep a secure password for his use of the Site and the Services and that each Authorised User shall keep his password confidential;
3.3.4 you shall allow us to audit your use of the Site and the Services upon our request and shall provide us with all reasonable assistance and co-operation in relation to the audit;
3.3.5 if any of the audits referred to in clause 3.3.4 reveal that you have underpaid the Charges to us, then without prejudice to our other rights, you shall promptly pay us an amount equal to such underpayment as calculated in accordance with our then current prices.
3.4 You may, from time to time, request additional User Subscriptions from us. If we approve your request to purchase additional User Subscriptions, you shall pay us the relevant fees for such additional User Subscriptions.
3.5 The rights provided under this clause 3 are granted to you only, and shall not be considered granted to any of your Affiliates.
3.6 You warrant on an ongoing basis that all information you provide us in connection with your use of the Site and the Services is accurate and complete.
3.7 If you provide us with any personal data (as defined by the Data Protection Act 1998), or if any person is identifiable from your Contributions, you warrant that the relevant individual(s) have given their express consent to the use of their personal data for the relevant purpose(s).
3.8 You shall be liable for the acts and omissions of your Authorised Users as if they were your own.
4 Acceptable use
4.1 You may not create or upload a profile to the Site unless you are a Media Owner and your profile relates solely to your own financial media products and/or services. If you breach this clause 4.1, we reserve the right to remove your profile from the Site immediately.
4.2 You may not:
4.2.1 use the Site or the Services:
(a) for any purpose except for your own internal business purposes;
(b) in any way that breaches any applicable local, national or international law or regulation;
(c) in any way that is fraudulent or misleading or has any fraudulent or misleading purpose or effect;
(d) for marketing purposes except that Media Owners may promote their own financial media products and services via the Site;
(e) to make, effect or conclude contracts or transactions with third parties;
(f) to provide services to third parties;
(g) to collect or harvest any information or data from the Site or to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
(h) in any manner which, in our reasonable opinion, is derogatory or damages or takes advantage of our goodwill or reputation;
(i) to transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
(j) to interfere with, damage, disrupt or create an undue burden on any part of the Site, any equipment or network on which the Site is stored or any software used in the provision of the Site or the Services;
4.2.2 except to the extent strictly necessary to receive the Services, attempt to copy, reproduce, modify, duplicate, create derivative works from, frame, mirror, republish, download, disclose, display, transmit, summarise, adapt, paraphrase, distribute or commercially exploit all or any portion of the Site or the Services in any form or media or by any means;
4.2.3 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Site;
4.2.4 access all or any part of the Site or the Services in order to build a product or service which is similar to or competes with the Site or the Services;
4.2.5 attempt to obtain, or assist third parties in obtaining, access to the Site or the Services unless expressly authorised by these Terms; or
4.2.6 use any automated software, programmes or devices such as robots, spiders, bots or crawlers to extract information or data from the Site or to create Contributions.
5 Your contributions
5.1 You warrant on an ongoing basis that:
5.1.1 all your Contributions are accurate and complete;
5.1.2 if your Contributions contain opinions, those opinions are genuinely held and are clearly marked as opinions;
5.1.3 your Contributions comply with all applicable local, national and international laws and regulations;
5.1.4 your Contributions are your own original works or the owner of the works has expressly agreed to your and our use of your Contributions in accordance with these Terms; and
5.1.5 your and our use of your Contributions in accordance with these Terms will not infringe the Intellectual Property Rights or any other rights of any third party.
5.2 Your Contributions must not:
5.2.1 contain any material which is defamatory of any person;
5.2.2 contain any material which is obscene, vulgar, offensive, hateful or inflammatory;
5.2.3 promote sexually explicit material or violence;
5.2.4 promote discrimination based on any protected characteristic;
5.2.5 be likely to deceive or mislead any person;
5.2.6 be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
5.2.7 facilitate, promote or assist any unlawful activity;
5.2.8 be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
5.2.9 be likely to harass, upset, embarrass, alarm or annoy any other person;
5.2.10 give the impression that they emanate from us or have been approved by us, if this is not the case; or
5.2.11 misrepresent your identity or your affiliation or relationship with us or any third party.
5.3 You must make sure that you are clearly identified as the author of all your Contributions.
5.4 You agree to indemnify us for any claims, costs, damages or expenses (including legal expenses) we incur as a result of your breach of the warranties set out in clause 5.1, clause 5.2 or clause 5.3.
5.5 We reserve the right, at our discretion and without liability to you, to remove your Contributions if we believe that they:
5.5.1 breach clause 5.1, clause 5.2 or clause 5.3;
5.5.2 are for any reason unsuitable for the Site or our Services; or
5.5.3 cause any damage to our goodwill or reputation.
5.6 As between you and us, all Intellectual Property Rights in your Contributions shall be owned exclusively by you or your licensors. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferrable, sub-licensable licence to use, copy, reproduce, publish, distribute, display, edit, modify, adapt, create derivative works from, combine with other works, translate, disclose, sub-licence and sell your Contributions in any form, medium or technology (whether now known or subsequently developed) in whole or in part for the purpose of providing you with the Services and for the purpose of providing services to our customers and prospective customers.
5.7 You acknowledge and agree that your Contributions will be seen by and shared with others, including your competitors.
6 News services
6.1 Subject to these Terms, if you have subscribed to receive the News Services from us via RSS news feed:
6.1.1 we grant you a limited, royalty-free, non-exclusive, non-transferable, non-sub-licensable right to display the Newsfeed on your own website and on the websites of your Affiliates; and
6.1.2 you warrant that you have the right to display the Newsfeed on your website and on the websites of your Affiliates.
6.2 You shall indemnify us for any claims, costs, damages or expenses (including legal expenses) we incur as a result of your breach of clause 6.1.2.
7 Data services
7.1 Subject to these Terms, if you have subscribed to receive the Data Services from us, we will provide you with aggregated data on who has visited your profile on the Site in the manner, format and frequency we have agreed with you.
8 Supply of services
8.1 We will supply the Services to you in accordance with these Terms.
8.2 We warrant that:
8.2.1 the Services will be provided using reasonable care and skill; and
8.2.2 the Services will be provided in accordance with all applicable laws and regulations.
8.3 Time for performance of the Services shall not be of the essence of this Agreement.
8.4 We reserve the right to make changes, modifications and alterations to the Site and the Services or to add or withdraw features and materials from the Site and the Services, either temporarily or permanently, without notice provided that they do not materially adversely affect the Site and the Services.
9 No reliance on information
9.1 You acknowledge that the Site Content and the Newsfeeds are supplied by third parties or are compiled from third party information which is not reviewed or moderated by us. Therefore:
9.1.1 you should treat all Site Content and Newsfeeds with caution;
9.1.2 you should not take, or refrain from taking, decisions based solely on the Site Content or any Newsfeeds;
9.1.3 you should always obtain independent professional or specialist advice before taking, or refraining from taking, any action based on the Site Content or any Newsfeeds; and
9.1.4 subject to clause 13.1, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise for:
(a) your use or misuse of the Site Content or the Newsfeeds or the information contained in them;
(b) the inaccuracy or incompleteness of any Site Content or Newsfeeds; or
(c) any decision you take, or refrain from taking, based on any Site Content or Newsfeed.
10 Interactive features
10.1 We may from time to time provide Interactive Features on the Site.
10.2 We do not oversee, monitor or moderate the use of any Interactive Features on the Site and, subject to clause 13.1, we shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss or damage you incur as a result of using the Interactive Features on the Site or as a result of any decisions you take, or refrain from taking, as a result of any information you obtain from participating in the Site's Interactive Features.
10.3 If you know or suspect that any person has used any Interactive Feature in breach of the applicable terms, please let us know immediately.
11 The site
11.1 Subject to clause 5.6, we own all Intellectual Property Rights and all other rights in the Site, the Site Content and the Services. These works are protected by copyright laws and treaties around the world. All such rights are reserved.
11.2 Subject to these Terms, you do not have any rights in or to the Site, the Site Content or any of the Services.
11.3 Whilst we will use reasonable endeavours to ensure that the Site is available 24 hours a day 7 days a week, we do not guarantee that the Site or any Site Content will be available uninterrupted or error free and, subject to clause 13.1, we shall not be liable to you whether in contract, tort (including negligence), breach of statutory duty or otherwise for the unavailability or interruption to the Site or any features or functions of the Site.
11.4 You must not link to our Site without our permission. We reserve the right to withdraw linking permission at any time without notice.
11.5 Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over, and shall not be liable for, the contents of those sites or resources.
12 Charges and payment
12.1 The Charges are payable in advance for the Initial Subscription Period and each Renewal Subscription Period.
12.2 We will add applicable VAT to our Charges at the prevailing rate.
12.3 We reserve the right to increase the Charges with effect from the start of each Renewal Subscription Period. We will give you at least 60 days' notice of any increase in the Charges.
12.4 If the you fail to make any payment due to us by the due date for payment, then:
12.4.1 we may suspend your right to access and use the Site and the Services until payment is received in full; and
12.4.2 you shall pay interest on the overdue amount at the rate of 4% per cent per annum above Bank of England's base rate from time to time.
12.5 You shall pay us all amounts due to us in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
13 Limitation of liability
13.1 Nothing in this Agreement shall limit or exclude our liability for:
13.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
13.1.2 fraud or fraudulent misrepresentation; or
13.1.3 any other liability to the extent it cannot be lawfully limited or excluded.
13.2 Subject to clause 13.1:
13.2.1 we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following which arise under or in connection with the Agreement:
(a) loss of profit;
(b) loss of sales;
(c) loss of business;
(d) loss of revenue;
(e) loss of anticipated savings;
(f) loss of business opportunity;
(g) loss of or damage to goodwill or reputation; or
(h) indirect or consequential loss or damage.
13.2.2 our total liability to you in respect of all other losses, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement, shall in no circumstances exceed the total Charges paid by you to us in the previous 12 months.
13.3 All terms implied by law are, to the fullest extent permitted by law, excluded from the Agreement.
13.4 You are responsible for installing adequate security software to protect your computers, networks and other systems. Subject to clause 13.1, we will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to you accessing or using the Site or to you accessing, downloading or using any Site Content.
14 Term and termination
14.1 If you are a visitor to our Site, we may terminate your right to access and use the Site at any time with our without notice.
14.2 If you have subscribed for any of our Services, you are allowed to access and use the relevant parts of our Site and our Services for the Initial Subscription Period. At the end of the Initial Subscription Period, your Subscription shall automatically renew for successive periods of equal duration as the Initial Subscription Period (Renewal Subscription Period).
14.3 Either party may terminate your Subscription for the Services by giving the other party not less than 3 months' written notice such notice to expire at the end of the Initial Subscription Period or a Renewal Subscription Period.
14.4 You may terminate your Subscription with immediate effect by giving us written notice if:
14.4.1 we commit a material breach of these Terms and (if such a breach is remediable) we fail to remedy the breach within 14 days of being notified by you in writing to do so; or
14.4.2 we suffer an Insolvency Event.
14.5 We may terminate your Subscription with immediate effect by giving you written notice if:
14.5.1 you breach any of these Terms; or
14.5.2 you suffer an Insolvency Event.
15 Consequences of termination
15.1 On termination of your Subscription for any reason:
15.1.1 we will stop supplying the Services to you;
15.1.2 we will disable your access to the Site and the Services;
15.1.3 you must pay us all outstanding Charges you owe us;
15.1.4 we will refund you pro-rata any advance payment you have made us for Services not provided;
15.1.5 we may remove your Contributions from the Site and stop supplying or making them available to our customers and prospective customers (although we are not under an obligation to do so);
15.1.6 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected; and
15.1.7 clauses which expressly or by implication survive termination shall continue in full force and effect, including clauses 2, 5.4, 5.6, 6.2, 9, 10.2, 13, 15 and 16.10.
16.1 We shall not be liable to you as a result of any delay or failure to perform our obligations under this Agreement as a result of a Force Majeure Event.
16.2 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under this Agreement. You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights or obligations under this Agreement.
16.3 Any notice or communication we give you shall be in writing, marked for the attention of your account representative and sent to your main business address or by e-mail or electronic notification to your account representative. Any notice or communication you give us shall be in writing, marked for the attention of your account manager and sent to our main business address or by e-mail to your account manager.
16.4 Any notice or communication we give you shall be deemed to have been received on the date it is posted or communicated to you. Any notice or communication you give us shall be deemed to have been received on the date it is actually received by us.
16.5 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
16.6 A waiver of any right under this Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.
16.7 A person who is not a party to this Agreement shall not have any rights to enforce it.
16.8 Unless expressly stated otherwise in these Terms, this Agreement may not be varied without the written agreement of both parties.
16.9 This Agreement constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.10 You are responsible for and shall indemnify us for any claims made against us by your Affiliates or by any person to whom you or your Affiliates make the RSS Newsfeed available.
16.11 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
16.12 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).