Terms & Conditions

1. Please read these terms and conditions carefully. By accessing and using our website and any content and features therein (our Services), you indicate your acceptance of these Terms and any other notices, guidelines and rules published by us on our Services from time to time (each of which is incorporated into the Terms by this reference).

2. If you do not accept these Terms please do not access and/or use our Services.

3. We may update these Terms at any time. Please review the Terms regularly to ensure you are aware of any changes. Your continued access to and/or use of our Services after changes have been made to the Terms indicates your agreement to be legally bound by the updated and/or amended Terms.

Use of our Services

4. You agree to use our Services for lawful purposes only and in a way that does not infringe the rights of or restrict or inhibit any person's use and enjoyment of our Services and in compliance at all times with these Terms and with all laws and regulations that apply.

5. In accessing our Services, you agree that you will only access its contents for your own personal and non-commercial use and not for any commercial or other purposes, including advertising or selling any goods or services. You also agree not to adapt, alter or create a derivative work from any content on our Services. You will need our prior written permission if you want to use any content on our Services for any other reason.

6. From time to time, we may make available some parts of our Services or all of our Services only to those users who have registered with us. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. Any personal information supplied to us as part of this registration process and/or or other interaction with our Services will be collected, stored and used only for the purposes of providing our Services to you and not for any other purposes. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.

7. We make no representation that any of the content on our Services is appropriate or available for use in your country. You are responsible for ensuring that your use of our Services is in compliance with all applicable local laws and regulations.

Paid and Unpaid Services

8. The following services are all currently made available on an unpaid basis: the presentation of our SmartProduct equivalents to your branded products for your review; the means to request SmartProduct updates; the means to notify us of new products and product formats you'd like SmartProducts created for; our newsletter; buttons and widgets for incorporation in your sites and adverts; API access; use of and credit for our ad server; our white papers, case studies and reports.

9. The following service is currently made available on a paid basis: SmartProduct control panel.

10. These services are provided "AS IS" and on an "AS AVAILABLE" basis without any representation or endorsement of any kind. To the fullest extent permitted by applicable law, we disclaim all warranties, conditions and other Terms of any kind, express or implied, in connection with our Services and your use of our Services (including, without limitation, as to satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy).

11. Paid for services are currently billed quarterly in arears, a digital invoice will be emailed to the account email address provided. Terms are strictly 30 days. By signing up for a paid account, you are agreeing to the published fee rates (currently £279+VAT a quarter) and to the payment terms.

Intellectual Property Rights

12. All information, data, text, documents, graphics, logos, designs, images, pictures, photographs, software, interactive features, advertisements or other content, services or materials (or any part of them) accessible on our Services (Materials) are protected by copyright, trademarks, database rights and other intellectual property rights and are owned by or licensed to us or are otherwise used by us as permitted by applicable law or regulation. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise, any licence or right to use the Materials other than as permitted in these Terms.

13. Except as specifically permitted on our Services, you undertake not to copy, store in any medium (including on any other website), distribute, transmit, re-transmit, re-publish, broadcast, modify, or show in public any part of our Services without our prior written permission (and the prior written consent of the owner of the relevant intellectual property rights as and if applicable) in accordance with the Copyright, Designs and Patents Act 1988. Reliance on Information on our Services

14. Information published via our Services is intended solely for the purpose of providing general information and is not intended to amount to advice on which reliance should be placed. We do not warrant that any Materials are accurate or free from error and we disclaim all liability and responsibility arising from any reliance placed on any content on our Services by you or by anyone who may be informed of any of the contents of our Services.

15. We aim to update our Services regularly and may change the content at any time. We may suspend access to our Services, or close them indefinitely at any time at our sole discretion. The Materials may be out of date at any given time and we are under no obligation to update them. Warranties and Disclaimer

16. We do not warrant that the functions contained in any Materials on our Services will be uninterrupted or error-free, that defects will be corrected or that our Services or the servers that makes them available are free of viruses or bugs.

Limitation of Liability

17. Your use of our Services and the Materials is entirely at your own risk.

18. To the fullest extent permitted by law, we expressly exclude any liability for any direct, indirect, consequential, special or exemplary loss or damage (whether such losses were foreseen, foreseeable, known or otherwise) arising from, out of or in connection with the use of our Services, including without limitation: (a) injury and/or damage to persons or property as a result of any statement, including any actual or alleged defamatory statement; (b) losses suffered by any third party, including infringement of any intellectual property or privacy rights; (c) loss of data; (d) loss of revenue or anticipated profits; (e) loss of business or contracts; (f) loss of opportunity; (g) loss of anticipated savings; (h) wasted management or office time; or (i) loss of goodwill or injury to reputation.

19. This does not affect our liability for death or personal injury arising from our negligence, fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable laws or regulations.

20. We shall not be responsible for any breach of these Terms caused by circumstances beyond our control.

Reimbursement by you

21. You agree to reimburse us in full and any of our officers, directors, employees, agents, representatives, licensors, suppliers and operational service providers on demand in respect of any and all claims, actions, proceedings, demands, damages, losses, liabilities, costs and expenses suffered or reasonably incurred by us as a result of, or in connection with, your access to and use of our Services other than in accordance with these Terms or any applicable law or regulation.

Viruses, hacking and other offences

22. You must not misuse our Services by introducing, transmitting or arranging the sending of any viruses, corrupt file, cancelbot, Trojan horse, worm, time or logic bomb, keystroke logger, spyware, adware or other material designed to adversely affect the operation of any computer software, hardware or telecommunications equipment or interfere with, wrongly intercept or expropriate any data or personal information. You must not attempt to gain unauthorised access to our Services, the servers on which they are stored or any server, computer or database connected to our Services. You must not attack our Services via a denial-of-service, distributed denial-of service or other type of attack.

23. Any breach of this provision constitutes a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Services will cease immediately.

24. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Services, your downloading of any Materials on our Services or on any materials on any other website linked to it.

Linking from our Services

25. We have no control over the content or availability of third party sites that you may access through our Services and such links are provided for your information only. If you visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements.

26. We do not endorse and are not responsible or liable (directly or indirectly) for any content, advertising, products, services, views expressed or information on or available from third party websites (including without limitation payment for and delivery of any products or services) or for any damage, loss or offence caused by or in connection with your access to and use of such third party sites and any available services. Any Terms, conditions, warranties or representations associated with any dealings on any third party sites are solely between you and the relevant provider of that site and/or any relevant service.

Linking to our Services

27. You may link to the home page of any website within our Services without seeking our further written consent PROVIDED THAT you fully comply with these Terms.

28. You are not permitted to create a link to any part of our Services other than the home page unless you have our prior written consent (and for the avoidance of doubt, such consent shall be deemed given in respect of RSS feeds, widgets and embeddable media players which we may make available PROVIDED THAT you use them in accordance with these Terms and any further instructions published through our Services). We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in the Code of Conduct. Our Services must not be framed on any other site.

29. Any links to our Services must be made in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in any way that suggests any form of association, representation, approval or endorsement on our part where none exists. Links to our Services do not imply that we endorse, are affiliated with or are associated with any linked site or that any linked site is authorised to use any of our trade marks, trade names, brands, logos or copyright symbols or those of any of our affiliates or licensors.

30. Links to our Services are not permitted from the following "Excluded Websites":

  • websites that incite hatred whether based on race, religion, gender, sexuality or otherwise, or promote encourage or facilitate anti-social behaviour;
  • websites that promote, encourage or facilitate violence;
  • websites that promote, encourage or facilitate terrorism or other activities that risk UK national security;
  • websites that discriminate against any specific social group or otherwise exploit vulnerable sections of society;
  • websites that promote, facilitate or encourage illegal activity;
  • websites which are misleading, pornographic, defamatory, or that contain illegal, or otherwise actionable content under UK law; or
  • websites which infringe individual privacy.

Advertising and Sponsorship

31. Parts of or all of the Services may from time to time contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that any materials submitted for inclusion on our Services comply with relevant laws, regulations and codes and these Terms. We shall not be responsible for any error or inaccuracy in such advertising or sponsorship materials.

Software

32. From time to time certain software which is our protected work or the protected work of our suppliers may be made available to download via our Services. You are licensed to use the software on a non-exclusive basis only for the purposes for which it is indicated. You may not use the software for any other purpose and may not redistribute, sell, decompile, reverse engineer, disassemble or otherwise deal with the software.

Order of Precedence

33. If there is any conflict between these Terms and any specific terms appearing elsewhere on our Services relating to specific material (including the Code of Conduct), then the latter shall prevail.

Severability

34. If any of these Terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these Terms and the remaining Terms shall survive, remain in full force and effect and continue to be binding and enforceable.

Jurisdiction

35. The Terms are governed by and construed in accordance with the laws of England and Wales.

Disputes

36. Any disputes arising from or related to our Services shall be subject to the jurisdiction of the courts of England and Wales.

37. Last updated April 2012