COMPASS Online - SPECIFIC TERMS OF SERVICE

GENERAL

COMPASS Online (“Service”) is provided by [Haymarket Business Media Ltd], a company registered under number 01358151 in England and whose registered office is at  [174 Hammersmith Road, London W6 7JP] (VAT number GB 232 5842) (“us”, “we” or “our” for short). “You” and “Your” means You as the subscriber to the Service.

STATUS

These specific terms of service (“Specific Terms of Service”) together with the Website Terms and Conditions and Data Privacy Statement set out how You and the Authorised Persons may use our Service (“Service Terms”).  “Authorised Person(s)” means, if You are a company, Your employees or directors named in an appendix to these Service Terms nominated by You, as amended from time to time, and approved at our sole discretion.
In the event of any conflict or inconsistency between these Specific Terms of Service, our Data Privacy Statement and the Website Terms and Conditions, these Specific Terms of Service shall prevail.

You should read all the Service Terms prior to subscribing to the Service. By subscribing to the Service, You acknowledge that You agree to these Service Terms. You should also save and/or print out a copy of these Service Terms for future reference.

VARIATIONS

We may from time to time vary these Service Terms. Please check these Service Terms regularly to ensure You are aware of any variations made by us.  We will notify You of any changes [by email].  If You continue to use this Service, You are deemed to have accepted such variations.  If You do not agree to such variations, and we agree that they are significantly detrimental to Your use of the Service, You may be entitled to terminate this agreement with us on reasonable notice.

PAID TRIAL

You may only use the paid trial once.  The paid trial will commence after You have submitted Your information and clicked “Submit”.  During the paid trial You will enjoy the rights described in these Service Terms which apply to the full subscription service.  The differences are that the paid trial is for one month instead of one year, and You only have to pay for the trial rate during that time.  Your use of the Service (including Your access to it) may be limited in any way by us.  During the paid trial You shall be bound by the obligations, warranties and all the terms contained in these Service Terms.  You agree that Your use of the Service during the paid trial constitutes a binding agreement governed by these Service Terms.

The full subscription service will not automatically commence at the expiry of the paid trial.  You will need to subscribe to the full service separately.  You may subscribe to the full subscription service either before, during, after or instead of Your paid trial.

ACCESSING THE SERVICE

Upon subscription for the full Service, You shall be licensed to access and use the Service in accordance with these Service Terms (“Licence”) for the duration of the initial subscription period of one calendar year from the date of subscription (“Term”).  Your access to the Service will end at the end of the Term and will not automatically renew unless we receive notice from You before that time that You wish to renew for a further period of one calendar year or longer. This Licence is a non-exclusive, non-assignable licence which is personal to You and extends to any Authorised Persons.

We may withdraw the Licence at any time during the Term at our sole discretion, and where appropriate we will return a pro-rated portion of the Fee which was paid in respect of the remainder of the Term.  At our sole discretion we reserve the right to withdraw or amend the Service, or some or all of its features, without notice, with or without adjustment to the Fee. You are responsible for making all arrangements necessary to access the Service. You are also responsible for ensuring that all Authorised Persons accessing the Service through Your internet connection, with Your account login/password or under Your Licence are aware of, and comply with, these Service Terms.

You must not permit or facilitate access to, or use of, our Service by any person other than You and the Authorised Persons.  You and the Authorised Persons must not disclose any code, password or username (or similar security protection or account details) which may be disclosed to You to facilitate Your use of the Service, and You undertake to ensure that the Authorised Persons will not do so.

USING THE SERVICE

Without prejudice to the limited nature of the Licence set out in these Service Terms, You shall not be permitted to, or allow the Authorised Persons to, use the information for any other purpose than those specified herein.  For the avoidance of doubt, neither You nor the Authorised Persons (nor any third party within Your control) are permitted to publish, transmit, transfer, alter, add to, edit, sub-licence, distribute or sell or use the Materials in any way which is not expressly set out in these Service Terms. "Materials" includes, without limitation, the whole or any part of documents, articles, commentary, ‘advice’, images, and all other information and content contained in, or made available through, the Service. 

During the Term, You are permitted, a reasonable number of times, to: Access, view and search the Materials; Copy, temporarily store and print out such Materials (each time with the date and an acknowledgement that we are the source); and make the information contained in the Service available to a restricted number of persons, to whom it is necessary for You to do so on a one-off basis for the Purpose, ensuring that the information contained in the Materials does not become generally or publicly available or used by anyone in a way which is commercially prejudicial to us.

The “Purpose” means use in the regular course of Your business, which may include, by way of example only, advising others within Your organisation on planning rules or regulations or laws, advising clients on the same issues, producing information for consumption within Your organisation (providing it is done to no greater extent than is reasonably necessary).

For the avoidance of doubt You are not permitted to sell or license the Materials to any third parties.

We expressly reserve all intellectual property rights in and to the Service and the Materials and Your use of the Service and Materials is subject to the restrictions referred to throughout the Service Terms.

You must notify us immediately upon becoming aware of any unauthorised access or improper use of the Service or the Materials, any suspected or actual infringement of our rights, Your rights or the rights of any Authorised Person or third party, or any claim or threat of claim for breach of copyright, trademark infringement or similar claim by any person, which comes to Your attention (which relates to Service or the Materials).

Upon reasonable request by us, You will use all reasonable endeavours to assist us in preventing and minimising the risk and severity of unauthorised use of the Service or the Materials.

You must use all reasonable endeavours to restrict third parties from divulging or selling on the information derived from the System in a way which adversely affects our business.
Neither You nor the Authorised Persons nor any third party shall have any rights over the software itself and, without limitation, You may not modify, reproduce or copy, create derivatives of, reverse compile, disassemble, examine, reverse engineer or otherwise deal with the software or source code save to the extent that it is permitted under the Licence above or to the extent that such dealing cannot be restricted or excluded by law.

RELIANCE ON INFORMATION POSTED

Materials are provided by us to You on an ‘as is’ basis.  Materials, are provided for guidance only and are not intended to amount to advice on which reliance should be placed.

OUR LIABILITY

To the fullest extent permissible by law, we exclude and disclaim all warranties, terms, conditions and representations that might otherwise be implied by law in relation to the Service or the Materials.  We do not warrant the accuracy or completeness of the Materials. Without limitation, the Materials may contain inaccuracies and typographical errors.  We do not represent or warrant that the Service will be error-free, free of viruses or any other harmful components, or that defects will be highlighted or corrected. You must take Your own precautions in this respect.

We do not accept liability for any failure to maintain the Service and/or the Materials or failed or late delivery of any content.  We do not accept liability for any information gathered from third party sites which may be accessed or linked to via the Service.

We shall not be liable, under these Service Terms for any indirect, special, incidental or consequential damages or otherwise even if advised of the possibility of such damages.  These limits on liability include losses or damage arising in tort, contract or otherwise, including, without limitation, any loss of profit, contracts, business, goodwill, data, income, revenue, or anticipated savings, or any fine or penalty imposed on You or any Authorised Person or any third party in connection with Your (or their) use, or our provision, of the Service. We shall not be liable for any direct losses which exceed an amount equal to the maximum amount of the Fees already paid by You in the 12 months preceding such a claim.

We disclaim, to the maximum extent permitted by law, all liability and responsibility arising from reliance placed by You, or any Authorised Person or third party, on the Service or the Materials.  You or the Authorised Persons (or third parties) should seek independent advice from a qualified person where appropriate. 

Nothing in this agreement shall limit or exclude liability for:

• death or personal injury arising through negligence;
• fraudulent misrepresentation; and/or
• anything else that cannot be excluded or limited under English law.

YOUR LIABILITY

You agree to compensate us and our respective directors, officers, employees and applicable third parties in full from and against any third party claims, liabilities, losses and expenses (including reasonable legal fees) suffered by such persons arising out of, or related to, or which may arise from any breach by You of any term of these Service Terms.

For the avoidance of doubt, in relation to Your liability to us (and to any third party) under this agreement, You will be liable for the acts or omissions of each of the Authorised Persons as if they were Your own acts or omissions.  You also assume full responsibility for all acts or omissions of third parties who have gained access to the Service directly or indirectly because of You or the Authorised Persons.  You will indemnify us for such acts or omissions.

A person who is not a party to this agreement (including any Authorised Person) has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

REGISTRATION

When registering with our Service, You will be prompted to provide Your [name],[company name and registered address],[telephone number],[email address] to enable us to register Your details. This information will be held and processed in accordance with our Data Privacy Statement. Once You have registered, the information is stored and You will not need to provide the information again unless You want to change any of the original information supplied.

FEE AND PAYMENT

The fee for subscription to the service for the initial period of one calendar year varies according to the number of users and sites, please contact our sales team on 01452 835820 for more information (“Fee”).  The subscription period of one calendar year will commence upon our sending You a confirmation email after we have accepted Your order.  We will invoice You for the total Fee and You must ensure that Your payment reaches us within 30 days of the invoice date.  If we do not receive payment within that time then we reserve our rights (without prejudice to any other rights we may have) to suspend or cancel Your subscription.  You may pay invoices by cheque made out to Haymarket Business Publications Ltd (we do not accept post dated cheques) or by credit card or by BACS transfer.  Full details of how to make payment can be found in the invoice.

LEGAL COMPLIANCE AND APPLICABLE LAW

Our failure to enforce or to exercise, at any time or for any period, any term of or any right pursuant to the provision of the Service shall not be construed as a waiver of any such term or right and shall in no way affect our right later to enforce or exercise it.

The English Courts will have exclusive jurisdiction over any claim arising from or related to any use of the Service or any visit to the Website. English Law will apply to these Service Terms.

CONTACT US

If You have any concerns or queries about material which is connected with the Service, or appears on the Website, please contact dcs@haymarket.com.  Please note that we will not respond to requests for planning or development control advice.

You can also contact our customer service department on +44 (0)1452 835820

Our postal address for correspondence is Development Control Services, Suite 1, Fuller’s Court, 40 Lower Quay Street, Gloucester, GL1 2LW, UK