Terms & Conditions
Global Data Systems
Subscriber Terms and Conditions
This document (together with any documents referred to in it) sets out the terms and conditions (“Terms”) on which Global Data Systems a company registered in France with registration number 390 583 896 (“GDS”, “We”, “Us”, “Our”) provide the party whose name is set out on the Order Form (“You”, “Your”) with access to the FLEXNEWS.com website (“Website”), FLEXNEWS, as described on the Website (“Service”) and the data, information, articles and material published via the Service (“Data”). Save as expressly agreed in writing between the parties, these Terms apply to the provision of the Service, Website and Data to the exclusion of any other terms that You may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
PLEASE READ THESE TERMS CAREFULLY AND ENSURE THAT YOU UNDERSTAND THEM BEFORE USING THE SERVICE OR THE WEBSITE. YOU ACKNOWLEDGE THAT BY USING THE WEBSITE AND/OR APPLYING TO BE A REGISTERED USER OF THE SERVICE YOU AGREE TO USE THE SERVICE AND THE WEBSITE IN ACCORDANCE WITH THESE TERMS UNLESS ADDITIONAL OR SEPARATE TERMS ARE AGREED IN WRITING BY US. IF YOU DO NOT ACCEPT THESE TERMS, YOU SHOULD NOT USE THE SERVICE OR THE WEBSITE.
IF YOU ARE USING THE SERVICE OR THE WEBSITE ON BEHALF OF A COMPANY OR ORGANISATION, YOU HEREBY WARRANT AND REPRESENT THAT YOU HAVE THE FULL CAPACITY AND AUTHORITY TO AGREE TO THESE TERMS ON BEHALF OF THE COMPANY OR ORGANISATION. THE COMPANY OR ORGANISATION WILL BE BOUND BY THESE TERMS.
YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.
“Commencement Date” means the date on which the service will commence, as agreed in writing between the parties;
“Confirmation Email” means the email described in clause 3.4.
“Contract” means the contract for the provision of the Service and Data by Us to You;
“Data” shall have the meaning set out in the first paragraph of these Terms;
“Order Form” means the order form completed by You through the Website or sent to Us by e-mail or post during the registration process, prior to accessing the Service;
“Service” shall have the meaning set out in the first paragraph of these Terms.
“Subscription Fee” means the fee payable in advance by You to Us in respect of Our provision of the Service, which will be either as set out in the Order Form or as agreed in writing between You and Us, as may be amended from time to time in accordance with these Terms;
‘Subscription Period’ means twelve (12) months from the Commencement Date, unless otherwise agreed in writing between the parties;
“Website” shall have the meaning set out in the first paragraph of these Terms.
2 ABOUT US
2.1 The Service and the Website are owned and operated by Global Data Systems.
2.2 Global Data Systems can be contacted in writing by post to BP 57801, 31678 Labege Cedex, France or by email to sales[at]flexnews.com.
3 PRELIMINARY INFORMATION
3.1 By using the Service you warrant that:
3.1.1 You are legally capable of entering into binding contracts;
3.1.2 In the case of individuals, you are 18 years old or above; and
3.1.3 you are not in any way prohibited by the applicable law in the jurisdiction which you are currently located to enter into these Terms.
3.2 In order to receive the Service, You shall register with GDS using the Order Form. By completing the Order Form, You consent to GDS conducting verification and security procedures in respect of the information provided in such Order Form.
3.3 You hereby warrant that the information provided by You to GDS is true, accurate and correct. You further warrant that You shall promptly notify GDS in the event of any changes to such information provided.
3.4 Upon the completion and submission of the Order Form by You on the Website, You shall be sent an email confirming Your registration with GDS.
3.5 For the avoidance of doubt, You shall not receive the Service if You choose not to register.
4 FORMATION OF YOUR CONTRACT WITH GLOBAL DATA SYSTEMS
4.1 These Terms will take effect in respect of your use of the Website from your first use of the Website.
4.2 The Contract shall commence on the date of last signature of these Terms, if any, or otherwise on the date that we send the Confirmation Email.
4.3 The provision of the Service will commence the Commencement Date and continue for the Subscription Period unless and until terminated in accordance with clause 8.
4.4 Notwithstanding the foregoing, We reserve the right at Our sole and absolute discretion and for whatever reason to accept or reject Your application for the provision of the Service.
5 PROVISION OF THE SERVICE
5.1 In consideration for Your payment of the relevant Subscription Fee We will, for the Subscription Period, use reasonable endeavours to provide you with access to the Service via the Website.
5.2 We hereby grant You a non-exclusive, non-transferable, non-sub-licensable, licence during the Subscription Period to access the Service and to:
5.2.1 display the material published via the Service electronically on a single computer;
5.2.2 download and store one copy of a reasonable number of articles that may be accessed via the Service in machine readable form. Downloading many articles at one time, or downloading or storing an entire section or data base of any of the websites owned or managed by Global Data Systems will not be considered reasonable; and
5.2.3 print one copy of a reasonable number of articles;
for Your own or Your employer’s internal business purposes only, and only for the purposes of information and education.
5.3 In relation to the Service or the Website, You may not:
5.3.1 download, store, reproduce, transmit, display (including without limitation display on any intranet or extranet site), copy, sell, publish, distribute, provide access to or otherwise use the Service other than expressly in accordance with these Terms;
5.3.2 sub-license, rent, lease, transfer or assign any rights in the Service or the Website, including without limitation copyright, trademark and other intellectual property rights, to any other person, or attempt to do any of the foregoing;
5.3.3 alter or remove any copyright notices or other notices indicating the proprietary ownership by Us or any third party of any intellectual property in the Service or the Website;
5.3.4 use the Service or the Website in any manner except as expressly permitted, or transfer or export the Service or the Website or any copies into any country, other than in compliance with applicable laws;
5.3.5 reproduce, modify, or in any way commercially exploit the Service or the Website;
5.3.6 make the Service or the Website available on a network;
5.3.7 provide Your username and password for accessing the Service to any third party; or
5.3.8 use the Service or the Website for any unlawful purpose.
5.4 We reserve the right to make changes to the Service and the Website or part thereof from time to time including without limitation, the modification and/or variation of any Data provided via the Service.
5.5 Without prejudice to Our other rights and remedies, We reserve the right to temporarily or permanently suspend or disable Your access to the Service at any time without notice to You in the event You breach any of the provisions herein or if any of the following events occur:
5.5.1 the third party services and network providers cease to make the third party service or network available to Us;
5.5.2 We are undertaking repairs, planned maintenance or upgrades to the Service or the Website;
5.5.3 We believe that your username and password for accessing the Service have been used by any other person;
5.5.4 We believe that there has been fraudulent use, misuse or abuse of features or functionalities of the Service (in whole or in part);
5.5.5 We believe that you have provided Us with any false, inaccurate or misleading information; or
5.5.6 We believe that you do not have full capacity and authority to act on behalf of the company or organisation;
and We shall not be liable to you for any such suspension of your access to the Service or the Website.
5.6 We may, in Our sole discretion correct any errors in the Service or on the Website or in the Data if You notify Us of the same, however, We shall be under no obligation to do so and We shall have no liability for any failure or delay in the provision of the Service or any loss or damage caused by our provision of the Service or the Website.
6 FEES AND PAYMENT
6.1 In consideration for receiving the Service, You shall pay the Subscription Fee.
6.2 The Subscription Fee shall be payable on receipt of the applicable invoice. Details of our Subscription Fee and the procedures for payment are available on the Order Form and the Website. The method of payment shall be indicated by You in the Order Form and the Subscription Fee will cover twelve (12) months access to the Service unless otherwise agreed. We reserve the right to change the price of the Subscription Fee before you complete the Order Form. If payment is not received within 60 days of receiving the applicable invoice, We reserve the right to suspend Your receipt of the Service and/or charge interest under applicable law (including the Late Payment of Commercial Debts (Interest) Act 1998). You are responsible for any fees or charges incurred to access the Website and/or receive the Service through an Internet access provider or other third party service.
6.3 You undertake that any credit card that You use is Your own or Your employer’s (and if acting on behalf of Your employer, that You are authorised to use the credit card) and that there are sufficient funds or credit facilities to cover the cost of any Subscription Fee. We reserve the right to obtain validation of Your or Your employer’s credit card details before providing you with access to the Service. If You want to use a different credit card or there is a change in credit card validity or expiration date, You must contact a GDS sales or customer service representative (contact details are on http://www.flexnews.com).
6.4 The Subscription Fee shall be exclusive of any applicable local sales tax. All payments shall be made in Euros by credit card, cheque or bank transfer, unless We agree otherwise in writing or by email.
6.5 We reserve the right to increase the Subscription Fee from time to time upon not less than 90 days prior notice to You, such notice to take effect at the start of any subsequent Subscription Period.
7 INTELLECTUAL PROPERTY RIGHTS
We own or have a licence to use all right, title and interest in and to the Service, the Website and the Data, including without limitation all copyright and any other intellectual property rights therein. These Terms shall not be construed to convey title to or ownership of the Service, Website or Data to You. All rights in and to the Service, Website and Data not expressly granted hereunder are reserved by Us.
8.1 You may terminate the Contract on the provision of not less than 28 days written notice to Us in the event that You do not agree to an amendment made to these Terms in accordance with clause 11.5. In such event We will refund any unused portion of Your Subscription Fee.
8.2 We may terminate the Contract by notice in writing (including without limitation by email transmission) with immediate effect:
8.2.1 where You have breached these Terms and, if capable of being fixed, You have not fixed such breach within 7 days of Us telling You to fix it, or the breach is not capable of being fixed; or
8.2.2 where You are declared bankrupt or are unable to pay Your debts or enter into compulsory or voluntary liquidation or compound with or convene a meeting of Your creditors or have a receiver or manager or an administrator appointed or cease for any reason to carry on business or take or suffer any similar action which in Our opinion means that You may be unable to pay Your debts; or
8.2.3 without cause, whereupon We shall refund any unused portion of Your Subscription Fee within a reasonable time of the date of Our notice.
8.3 For the avoidance of doubt, and unless expressly provided for herein, on termination of the Contract for any reason, You shall not be entitled to a refund of any Subscription Fees already paid to Us.
8.4 On termination of the Contract for whatever reason (i) the rights and/or obligations which have accrued prior to termination shall not be affected; (ii) all confidential information and documentation shall be returned to Us; and (iii) We shall have no further duty to provide the Service to You.
9 WARRANTIES AND LIABILITY
9.1 Except as otherwise set out below, Our liability in connection with these Terms, the Contract and the provision of the Service is strictly limited in aggregate to the Subscription Fee paid by You in the 12 months prior to the date of the claim (or, in the case of multiple claims, the date of the earliest).
9.2 We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
9.3 Nothing herein shall exclude or limit in any way Our liability for death or personal injury caused by Our negligence, for fraud or fraudulent misrepresentation or for any matter for which it would be illegal for Us to exclude, or attempt to exclude, Our liability.
9.4 You are solely responsible for providing the means to receive the Service, including but not limited to the provision of appropriate computer systems, Internet use and correct and up to date e-mail addresses. We use reasonable endeavours to procure that the Service is kept free from computer viruses or other potentially harmful content, however, it is Your responsibility to take appropriate measures to protect Your own computer systems. We shall not be liable for any failure or delay in Our provision of the Service or any loss or damage that results from Your failure to comply with this clause 9.4.
9.5 The Service, Data and Website are provided “as is”, without warranty of any kind. To the maximum extent permitted by law, We expressly exclude all representations, warranties, obligations and liabilities in connection with the Service and the Data.
9.6 Without limiting the generality of the foregoing, We do not warrant that the Service, Data or Website will be accurate or error free. In particular, the prices and quotations that form part of the Data are indicative and do not constitute a recommendation to engage in any transaction, nor are they intended to be used as a reference for calculating sales prices or as evidence in any dispute.
9.7 For the express avoidance of doubt, neither We nor the Service provide investment advice. The Service and/or Data must not be relied on to assist in making or refraining from making a decision, or to assist in deciding on a course of action.
10 DATA PROTECTION
10.1 We are the data controller of any personal data provided to Us by You.
10.2 Unless You notify Us in writing or by email of Your objection to the same, We will use Your personal data to send You information about Our products or services by post and/or by email.
11.1 You may not transfer, assign, charge or otherwise dispose of any of Your rights or obligations arising under these Terms without Our prior written consent.
11.2 We shall not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under a contract that is caused by events outside Our reasonable control, including but not limited to strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government or the failure of Our suppliers to comply with the terms of supply agreements entered into with Us.
11.3 Other than as expressly stated otherwise in these Terms neither party shall be under any liability for any representations made prior to or during the operation of these Terms.
11.4 If any of these Terms or any provisions of a contract 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.
11.5 We may amend these Terms any time on the provision of not less than 90 days prior notice in writing or by email. Your continued use of the Service following such amendment shall indicate Your acceptance of the amended Terms.
11.6 Failure by either party at any time to require the performance of any provision of these Terms shall not affect the right of such party to require full performance thereof at any time thereafter and the waiver by either party of any breach of any such provision of these Terms shall not be construed as, nor held to be, a waiver of any subsequent breach thereof, nor as nullifying the effectiveness of any such provision or in any way prejudicing such party's rights under these Terms.
11.7 All notices, documents and other communications relating to these Terms must be in writing and delivered, or posted by first class pre-paid post or sent by facsimile or email transmission to Our registered office or Your address as provided by You in Your application, as appropriate, and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery if delivered by hand, on the expiry of 48 hours after posting or at the time of transmission in the case of facsimile or email transmission.
11.8 The clause headings in these Terms are inserted for ease of reference only and shall not affect the construction or interpretation of these Terms.
11.9 Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Us and such third parties shall not be entitled to enforce any term of these Terms against Us.
11.10 These Terms and the provision of the Service shall be governed and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.
If You have any queries about these terms and conditions, please contact Our sales team:
Global Data Systems
31678 Labege Cedex