1.1 By purchasing a product or accessing advice or services (the "PRODUCT") you agree to these Terms and Conditions between you and Discussing Business Ltd.
1.2 Access to the PRODUCT shall be conditional upon full compliance with these Terms and Conditions and you are required to read these Terms and Conditions in full.
1.3 Discussing Business may amend these Terms and Conditions from time to time and you agree to the PRODUCT being provided subject to the Terms and Conditions as amended.
1.4 Any amendment to the Terms and Conditions shall be posted complete with the date of posting on the web site.
2. Compliance with Rules and Regulations
2.1 By accessing the PRODUCT you agree to comply with any applicable rules and regulations over and above those contained in these Terms and Conditions ("Rules and Regulations").
3. Home Jurisdiction and Governing Law
3.1 By accessing the PRODUCT you agree that it shall be deemed to be provided from England and that the laws of England shall apply to provision of PRODUCTs, save where otherwise expressly agreed in writing.
3.2 You hereby agree to submit to the non-exclusive jurisdiction of the Courts of England in relation to any dispute or other matter for determination arising in connection with the PRODUCT and agree to waive any right to claim forum non-convenience.
4. Intellectual Property Rights and Treatment of Information
4.1 In the course of accessing the PRODUCT, you will be granted access to certain information provided by Discussing Business, its Affiliates and third-party suppliers (the "Service Information" which includes product labels). Discussing Business shall use all reasonable endeavours to ensure that such Service Information is accurate and current. You acknowledge and agree that Discussing Business is reliant on the third-party suppliers to provide such information and so does not warrant or represent that such Service Information shall be accurate, complete or reliable and shall not be held liable for any reliance which is placed upon it. Discussing Business’s web site may contain links to other web sites developed and maintained by third parties. These links are provided solely for your convenience and Discussing Business does not endorse or approve the linked web site, its content or the third party maintaining such web site. Further, Discussing Business is not responsible for such sites and cannot guarantee the accuracy of their content or their safety.
4.2 The Service Information is provided to you solely as part of the PRODUCTs and may contain copyrights, trademarks, designs, patents or other intellectual property rights belonging to Discussing Business, its Affiliates or third parties. You agree to deal with the Service Information only in the course of your proper use of the PRODUCT and acknowledge that all intellectual property rights in or derived from the Service Information shall remain with Discussing Business. Save as otherwise agreed in writing or as specified on the Discussing Business web site, no licence or right is granted to you by implication or otherwise, to the Service Information and you will not attempt to profit from such intellectual property rights in a manner inconsistent with the intentions of Discussing Business in providing you the PRODUCT.
4.3 You acknowledge that, without prejudice to the rest of this paragraph 4, the copyright in the Discussing Business web site belongs to Discussing Business Ltd. In the event of permitted copying, you shall not change or delete any author attribution, trademark legend or copyright notice.
4.4 You agree that the content, format, features, tools, capabilities, appearance and structure of the web site (including the general types of information selected and the Service Information) is and shall be deemed confidential information. You agree to keep all such information confidential save where the same comes into the public domain without breach of a confidentiality obligation or is independently developed by a third party with no access to such Discussing Business information.
4.5 During the course of accessing the PRODUCT certain of your proprietary information (the "Customer Information") may be provided to Discussing Business. You agree that any Customer Information is so provided without restriction or need for further licence, consent or authorisation from you or any third party and is provided without breach of any obligation of confidentiality or of any third party's intellectual property rights.
4.6 You hereby consent to Discussing Business dealing with the Customer Information for all purposes connected with the PRODUCT, including the compilation of data about the PRODUCT and your use thereof. Further, you consent to Discussing Business sharing the Customer Information with its Affiliates for the purpose of offering you further products and services in connection with your business (subject to clause 12).
4.7 Discussing Business will only use the Customer Information in a manner other than as stipulated in paragraph 4.6 above with your prior consent. Also, Discussing Business will treat that part of the Customer Information which is personal data for the purposes of the Data Protection Act 1998 in a manner consistent with the requirements of that act.
4.8 You hereby acknowledge that you shall be liable for the accuracy and completeness of the Customer Information.
4.9 You acknowledge and agree that Discussing Business shall have the right, but not the obligation, to monitor the content of all parts of its web site.
5. Provision of the Services
5.1 Discussing Business reserves the right in its sole discretion to amend the nature or extent of any of the PRODUCTs or to terminate or replace any of them in their entirety. You agree that Discussing Business shall have no liability for any loss or damage, direct or indirect, resulting from the amendment, termination or replacement of any of the PRODUCTs.
5.2 If you are located in a jurisdiction where either access to or provision of the PRODUCT (or any part thereof) is illegal or contrary to public policy, the PRODUCT shall not be deemed offered to you and you should cease to access the PRODUCTs (or the relevant part thereof).
5.3 Discussing Business may terminate your access to the PRODUCTs forthwith upon breach by you of any of these Terms and Conditions or any of the Rules and Regulations. If access is terminated, you undertake not to attempt to gain further access to Discussing Business Ltd.
6. Internet security
6.1 You acknowledge and agree that the internet is an inherently unstable environment and absolute security cannot be guaranteed by Discussing Business. You agree to hold Discussing Business harmless against losses or claims against it made by you or any third party in respect of any breaches of internet security, save in the case of Discussing Business's gross negligence or wilful misconduct. You also acknowledge Discussing Business's unqualified right to amend its security systems when it deems such action appropriate.
7. Misuse of Discussing Business web site
7.1 You agree not to use the Discussing Business web site for any illegal or illicit purpose and not to transmit any item which is offensive, threatening or salacious or which is of a sensitive nature (including as to racial or ethnic origin, religious beliefs, health or criminal records) or which infringes or violates any law or any third party's rights.
7.2 You agree not to transmit any item containing a virus or other computer program likely to cause damage or disruption to Discussing Business.
7.3 You agree not to interfere with the Discussing Business web site (including by linking, spamming or framing), nor to use any automated process to copy or monitor activity on the site.
8.1 You acknowledge and agree that use of any PRODUCT supplied by Discussing Business Ltd is entirely at your own risk. Subject to the terms of this paragraph 8, you agree that Discussing Business shall not be liable for any loss or damage whatsoever suffered by you or any third party as a result of your access to and use of the PRODUCTs whether as a result of negligence, misrepresentation or otherwise, irrespective of whether such loss or damage was foreseeable or previously brought to the attention of Discussing Business.
8.2 Further, you agree that neither Discussing Business nor its Affiliates shall have any liability for: (a) corrupted data or e-mails; (b) unavailability or sufficiency of the PRODUCT (to include the accuracy, validity, completeness or timely delivery of any PRODUCT); or (c) third party misuse of any Discussing Business data or PRODUCT.
8.3 You agree to indemnify and keep indemnified Discussing Business, its Affiliates and all directors, employees and agents thereof against all losses and damages suffered by them resulting from your access to and use of the PRODUCTs save in the case of Discussing Business's proven gross negligence or wilful misconduct.
8.4 Discussing Business’s web site is provided "as is" and all implied representations and warranties (other than those incapable of exclusion, restriction or modification) shall be hereby excluded, including those relating to fitness for purpose.
8.6 You agree that the exclusion of liability contained in this paragraph 8 is reasonable in light of your relationship with Discussing Business.
9. Entire Agreement and Miscellaneous
9.1 These Terms and Conditions shall constitute the entire agreement between you and Discussing Business Ltd unless both parties have separately entered into a formal, written business agreement that is still current.
9.2 All prior agreements relating to the PRODUCT shall be superseded hereby and no previous representations, oral or written, shall be deemed incorporated herein.
9.3 If any part of these Terms and Conditions shall be deemed invalid or unenforceable for any reason by any competent authority, then the remainder shall remain valid and enforceable and, where necessary, the parties shall in good faith agree replacement provisions.
9.4 Rights of access to Discussing Business’s web site granted hereby shall not be assigned by you without the prior written consent of Discussing Business. These Terms and Conditions shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assigns. Failure by Discussing Business to enforce any of its rights shall not constitute a waiver of any of such rights.
10.1 An Affiliate is a company controlling (directly or indirectly) or controlled by or under common control with Discussing Business. "Common control" for these purposes shall mean direct or indirect beneficial ownership of 50% of the share capital of that entity.
11.1 A notice served upon Discussing Business shall not be effective unless given in writing, delivered by e-mail and received by at its e-mail address from time to time.
11.2 Any notice given to you shall be effective when given in writing, by e-mail, to your last notified e-mail address.
12.1 ‘Discussing Business Ltd believes that when a customer choses to purchase a PRODUCT that it has a right to contact that customer in the future based on the assumed, mutual Legitimate Interest of both companies. If you do not believe that future discussion is of use to the company that you represent please confirm in writing that you wish to cancel further contact.