TERMS AND CONDITIONS
These
are the terms and conditions (the "Terms") of the Catalogue Exchange ("we" or
"us"), registered office, Calthorpe House, Belmont Road, Ilfracombe, North Devon, EX34 8DR
. Please read these Terms carefully, they set out the basis on which you are allowed to use this web
site (the "Site") and the information contained within it (the "Content").
They are to protect you as a user of the Site ("User") and to prevent
the Site from being used for any illegal or offensive purposes.
The
Site is offered to you conditionally on your agreement to these Terms and your
continued use of the Site signifies your acceptance of them.
If you are using this Site in the course of your employment or on behalf
of an organisation, you agree that you are an authorised representative of your
organisation and that you have authority to bind your organisation to these
Terms. The Authorised Use Policy
set out below and available on the Site applies to anyone using the Site and
you are responsible for ensuring that employees or agents of your organisation
are made aware of and comply with this.
the
catalogue exchange services
1.
The Catalogue Exchange is established to
facilitate and promote bilateral exchange of data between catalogue companies.
Our services are governed by these Terms. Please note that some of our
services are only available to catalogue companies that register as members of
the Catalogue Exchange in accordance with these Terms ("Members"). We make the
following services available:
(a)
The Library
– resources of items useful to the catalogue industry including articles from
trade journals and resources provided from third parties exclusively for the
Catalogue Exchange. This is
available to all Users.
(b)
The Directory
– a guide to suppliers to the
UK
catalogue industry. This is
available to all Users.
(c)
The Exchange
– a mechanism to facilitate and govern list swapping between Members.
This is available only to Members.
(d)
The Café
– a Members' discussion forum for issues relevant to the catalogue industry.
This is available only to Members.
Membership
2.
Introduction
2.1
Any home shopping organisation offering consumer
products or services via a catalogue is eligible for membership subject to the
eligibility criteria.
3.
Eligibility
Criteria
3.1
For full details please email info@catalogueexchange.co.uk
4.
Application
and acceptance
4.1
Membership is obtained by completing a
registration form which is available at the end of these Terms
4.2
Membership is activated only following receipt of
a written confirmation from the Catalogue Exchange.
We reserve the right to refuse or withdraw membership at any time if in
our sole opinion you do not meet the Eligibility Criteria or you have failed to
provide us with correct information or other reasonably requested details.
Membership is valid for the period of one year from date of written
confirmation by the Catalogue Exchange and renewable thereafter at the
agreement of the Catalogue Exchange.
5.
Your
responsibilities
5.1
You undertake that if you apply for membership you
fulfil the Eligibility Criteria.
5.2
You undertake to register for membership using
your correct name, company name, address and any other requested details.
If any of the information you enter becomes incorrect or is superseded,
you must notify us immediately.
5.3
You are responsible for nominating those
individuals that you wish to have access to the membership areas of the Site on
your behalf and you are responsible for the creation or deletion of access
rights for such individuals using the facilities provided.
5.4
You are responsible for keeping any membership
password safe and you must not allow others to access the Site using your
password. You must not imitate
another User whilst using the Site.
Where employees or agents act on your behalf, you are responsible for ensuring
that they are made aware of and comply with the Authorised Use Policy for the
Site.
5.5
A Member may terminate its membership on 30 days
written notice to the Catalogue Exchange.
This will not affect any arrangements entered into between Members prior to the
date of such termination
GENERAL
use of the site
6.
You must not post any Content or use the Site in
any way that is or may be considered to be:
(a)
in breach of any obligations or duties of
confidentiality, or in breach of any obligations on you under the Data
Protection Act 1998;
(b)
capable of infringing any other person or other
entity's intellectual property rights (including but not limited to copyright,
trade marks, design rights or database rights);
(c)
in
breach
of any applicable law, whether criminal or otherwise; or
(d)
offensive, obscene, insulting, false, defamatory,
unreliable, misleading or otherwise inappropriate.
7.
In addition, you must not use the Site to:
(a)
abuse, harass, stalk or threaten others;
(b)
advertise or offer to sell any goods or services
(other than in accordance with these Terms), or conduct or forward surveys,
contests or chain letters;
(c)
upload files that contain viruses, corrupted
files, or any other similar software or programs that may damage the operation
of our or any other computer;
(d)
upload files which contain an active hypertext
link to another web site; or
(e)
download any file posted by us or another User
that you know or reasonably should know, cannot be legally distributed in such
manner.
8.
You must not frame or link to the Site or any part
of it without our express permission.
9.
The Catalogue Exchange shall be entitled at any
time to delete, remove or suspend the whole or any part of the Site, including
any Content that you provide, without notice to you and without incurring any
liability.
10.
We may block or withhold your access to the Site
if we have reasonable grounds to suspect any breach by you of these Terms, that
we or any User has incurred or may incur any liability in connection with the
Site, or if your use or Content is otherwise inappropriate.
11.
Unless otherwise indicated on the Site, you may
download to a local hard disk and print extracts from the Site solely for
personal, non-commercial use and you may also recopy downloaded extracts to
others for their personal, non-commercial use.
12.
Unless otherwise indicated on the Site, you must
not reproduce part or all of the Content in any form unless it is for personal,
non-commercial use in accordance with Clause 12 above.
13.
Unless otherwise indicated on the Site, you must
not copy or otherwise incorporate into or store in any other web site,
electronic retrieval system, publication or other work any of the Content in
any form (whether hard copy, electronic or other format).
USE
OF THE café
14.
We do not monitor messages posted to the Café and
accept no responsibility or liability for any such messages.
We reserve the right in accordance with our take down policy to remove
or edit any messages posted to the Café as soon as we receive a complaint about
any message or we otherwise become aware that the content of a message is
inappropriate.
USE
OF THE LIBRARY
15.
You acknowledge that information in the Library
may be owned or controlled by third parties and these Terms are subject to any
restrictions placed on the use of information in the Library notified to you
with such information.
USE
OF THE EXCHANGE
16.
Members using the Exchange agree to abide by the
Data Hygiene standards which are set out at the end of these Terms and form
part of these Terms.
17.
The
Catalogue Exchange is in no way responsible for any arrangements entered into
between Members whether using the Exchange or otherwise and does not form a
party to any contracts made between Members.
USE
OF THE DIRECTORY and advertising
18.
Users may request a free listing ("Directory Listing") in the Directory and
must complete an electronic form for such Directory
Listing available from
the Directory section of the Site.
The Catalogue Exchange reserves the right to charge for such Directory Listings
in the future in accordance with any additional payment terms set out on the
Site.
19.
Users may request the Catalogue Exchange to host
more detailed advertising on their behalf such as display advertising, banner
advertising and page or section sponsorship ("Advertisement").
Users should contact the Catalogue Exchange to discuss such
possibilities and Advertisements will be subject to the advertising terms
provided by the Catalogue Exchange at such time.
20.
You are responsible for the content and accuracy
of all your Directory Listings, for ensuring that all such Directory Listings
are truthful, legal, decent and honest and for ensuring that the provision and
publication of any Directory Listing is not prohibited by any applicable laws,
government rules and regulations and industry codes, including without
limitation, those with respect to data protection and advertising in any
jurisdiction in which it may be accessed via the internet.
21.
The Catalogue Exchange has the right to decline to
publish or to omit, remove, suspend or change the position of any Directory
Listings.
Intellectual
property
22.
If you upload Content to the Site, you grant to
the Catalogue Exchange a licence to use, reproduce, modify, adapt, publish,
create derivative works from, distribute and display in public that Content in
any form and media on or in connection with the Site, at no cost to us and for
as long as we require and you warrant that you own the intellectual property
rights in such Content and have the right to grant this licence.
You will indemnify us and keep us indemnified from and against all
costs, claims, damages and expenses made against or incurred by us as a result
of a third party alleging that the use of such Content by us infringes the
intellectual property rights of a third party.
23.
All intellectual property rights and goodwill in
or relating to the Catalogue Exchange including the name, logo and any
associated rights, belong to the Catalogue Exchange.
Subject to Clause 23 above, all intellectual property rights and
goodwill in or relating to the Content belongs to the Catalogue Exchange or our
partners or licensors.
24.
Except as expressly specified in Clause 12 above
or as clearly stated on the Site, nothing in these Terms may be construed as
granting any licence or right to use any intellectual property of the Catalogue
Exchange, our partners or licensors without our express written permission.
DATA
PROTECTION
25.
Users may provide us with personal information
about themselves and others. Generally
this information is requested when you register for membership or when you use
any of the services offered by the Site.
26.
Our use of personal data is governed by our
privacy policy which forms part of these Terms and is available at the end of
these Terms and on the Site.
LIMITATION
OF LIABILITY AND DISCLAIMERS
27.
Nothing in these Terms operates so as to exclude,
limit or restrict the Catalogue Exchange's liability for death or personal
injury or our liability for fraud or fraudulent misrepresentation.
28.
The Catalogue Exchange is not responsible for any
Content posted by our partners or by Users.
We do not warrant the accuracy of this or any other Content in any respect and
we cannot be held liable for any use you may make of it or any reliance you may
place on it. Any recommendation or
other information on any area of the Site is used by you at your own risk.
29.
Any link on the Site is provided solely for your
information and convenience. A
link does not represent any endorsement or recommendation by the Catalogue
Exchange and does not mean that we have any association with the linked web
site. We are not responsible for
the content of any linked web site.
30.
The Catalogue Exchange will not be liable to you
or any third party for any claim to the extent that the same is characterised
as a claim for, or arising from:
(a)
loss of profits or anticipated savings;
(b)
loss of goodwill or injury to reputation;
(c)
loss of business opportunity;
(d)
loss of data;
(e)
loss as suffered by third parties;
(f)
indirect, consequential or special loss or damage
regardless of the form of action, whether in contract, strict
liability or tort (including negligence) and regardless of whether the
Catalogue Exchange knew or had reason to know of the possibility of the loss,
injury or damage in question.
31.
The Catalogue Exchange is not liable for any
failure to perform any obligation caused by matters beyond our reasonable
control (including without limitation any failure of transmission, inability to
access the Site or any failure, error or delay in the sending or receiving of
any communication).
32.
The Catalogue Exchange is not liable for any loss,
damage or other liability whatsoever arising from any Content, activity, terms
or policies on or in connection with the Site or from any separate agreement
which you may enter into with another User.
33.
Without affecting the rest of these Terms, the
total liability of the Catalogue Exchange to you under these Terms (whether
arising in negligence or otherwise) will not exceed the greater of £50, the
amount paid by the User for advertising or the amount paid by a Member for
membership.
34.
The Catalogue Exchange excludes all warranties,
conditions and terms, whether express or implied to the fullest extent
permitted by law in respect of the Site.
35.
You agree to indemnify the Catalogue Exchange
against all liabilities, claims and expenses that may arise from any breach of
these Terms by you, your employees or agents from any use of the Site or from
any of your Content.
general
36.
If any term of these Terms is held to be invalid
or unenforceable by judicial decision, the rest of the Terms shall remain valid
and enforceable.
37.
The Catalogue Exchange reserves the right to
change these Terms from time to time.
If we change these Terms, we shall notify you of this fact on the home page of
the Site and shall post the new version on the Site stating when such revised
version comes into effect. You
will be taken to have agreed to such revised version if you continue using the
Site after expiry of any notice period.
You should check the Terms periodically to ensure that you are aware of and
complying with the current version.
38.
These Terms and any documents referred to in them
are governed by and construed in accordance with the laws of
England
and
Wales
and you and we agree to submit to the exclusive jurisdiction of the English
courts for the determination of disputes.
39.
These Terms constitute the entire agreement
between us in respect of the subject matter contained in these Terms and
supersede and replace all prior or contemporaneous understandings or
agreements, written or oral, regarding such subject matter.
AUTHORISED
USE
This
is the Catalogue Exchange's ("we" or "us") authorised use policy upon which you
as an individual may use this website (the "Site").
BY
CONTINUING TO USE THE SITE YOU AGREE THAT YOU WILL COMPLY WITH THE TERMS OF
THIS POLICY AS FOLLOWS:
1.
You are only entitled to use the Site in
accordance with the Terms and Conditions for use agreed by your organisation
and available on the Site ("Terms").
In particular:
1.1
You must not post any content or use the Site in
any way that is or may be considered to be:
(a)
in breach of any obligations or duties of
confidentiality;
(b)
capable of infringing any other person or other
entity's intellectual property rights (including but not limited to copyright,
trade marks, design rights or database rights);
(c)
in breach of any applicable law, whether criminal
or otherwise; or
(d)
offensive, obscene, insulting, false, defamatory,
unreliable, misleading or otherwise inappropriate.
1.2
In addition, you must not use the Site to:
(a)
abuse, harass, stalk or threaten others;
(b)
advertise or offer to sell any goods or services
(other than in accordance with the Terms governing the Site), or conduct or
forward surveys, contests or chain letters;
(c)
upload files that contain viruses, corrupted
files, or any other similar software or programs that may damage the operation
of our or any other computer;
(d)
upload files which contain an active hypertext
link to another web site; or
(e)
download any file posted by us or another user
that you know or reasonably should know, cannot be legally distributed in such
manner.
1.3
You are responsible for keeping any membership
password safe and you must not allow others to access the Site using your
password. You must not imitate
another user whilst using the Site.
2.
The extent of our obligations and liability is set
out in the Terms and this Policy shall not extend or increase such liability
whatsoever.