Terms and Conditions of Use
These Terms and Conditions of Use set out how you may use the Breakingviews service. Please read them carefully as they will form part of a binding contract between us - which we may take legal action to enforce if necessary.
General
These Terms and Conditions of Use (Terms) are valid for standard subscription and pay-per-view contracts dated 5th September 2007 onwards. Customers with contracts dated prior to this, or with specific amendments, can request a copy of the appropriate terms and conditions that apply to their contract by emailing us at help@breakingviews.com.
Breakingviews Limited (BV) provides online financial comment, information, and other news and views (collectively, the Service) on its www.breakingviews.com website (the Website). Please carefully review these Terms and any other terms and conditions on the Website that govern particular features of the Website, if any, (the Additional Terms), all of which collectively govern your use of, and access to, this Website and any and all content, data, information and materials contained therein.
Agreement Binding
By accessing the Website and/or the BV Content (as defined below), the person (legal or individual) who either pays the subscription or pay-per-view fees for the Service, or who otherwise gains authorised access to the BV Content for example through a BV-authorised widget on another website, (the Client or you) acknowledges and agrees that it has read and understood these Terms and any Additional Terms, and agrees to be bound by all of them, as each may be amended or supplemented from time to time by BV, in accordance with their terms, on behalf of the Client and its Registered Users (as defined below). In addition, all Registered Users agree to be bound by these Terms and any Additional Terms and it shall be the responsibility of the Client to ensure that all Registered Users are made aware of and comply with them.
These Terms and the Additional Terms set forth the entire, final and exclusive agreement (the Agreement) between BV and the Client with respect to the Client's use of, and access to, the Website and any and all content, data, information and materials contained therein, and supersede all previous oral and written terms, representations, or understandings concerning your use of, and access to, the Service, this Website and any and all content, data, information and materials contained therein.
Disclaimer
BV takes all reasonable precautions to ensure that the information published on the Service is accurate, but the Client and the Registered Users accept and acknowledge that the Service, the Website, and the information or materials contained herein are provided on an 'as is', 'as available', and 'with all faults' basis. BV does not make any representations or warranties, either express or implied, of any kind with respect to the Services, the Website or its contents, or the materials made available through the Website. BV disclaims all warranties, express or implied, including, but not limited to, merchantability, satisfactory quality and fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus or any other contaminating or destructive agent. BV does not represent or warrant that the functions contained in the Website or materials made available through the Website will be error-free or uninterrupted, that defects will be corrected, or that the Website or the server that makes the Website available are free from any harmful components including viruses. BV does not make any representations or warranties that the information on the Website is accurate, complete, correct, adequate, useful, timely, reliable or otherwise.
The Client acknowledges, by its access and use of the Website, that its use of the Website and the Service is at its sole risk. In the event of a typographical error relating to price or quantity of an item featured or described on the Website, BV reserves the right to refuse to fill any order(s) that rely on such typographical error. All prices and services listed on the Website are subject to availability and limited quantities. Changes are periodically added to the information herein. BV may make improvements and/or changes in the Website at any time, without prior notice.
BV advises that the information published on the Service is intended for general information only and must not be construed as advice (including under relevant investment regulation applicable to the User, for example, in the UK, as defined by the Financial Services Act 1986 or the Financial Services and Markets Act 2000). BV hereby disclaims all duties or warranties pertaining to fitness for a particular purpose and its Service is not intended to be relied upon by users in relation to any investment decisions whatsoever. Appropriate independent advice should be sought before taking any such decision.
Links
The Client and the Registered Users agree and acknowledge that certain information published on, or linked to, the Service is provided by third parties. Unless otherwise expressly provided by BV, BV provides no endorsement or representation of any kind regarding the products, services, content or appropriateness of content of such websites, and explicitly disclaims any responsibility for the accuracy, content or third parties and their availability of the information, products, and/or services found on or through any such third party or any linked website. BV does not make any representations or warranties as to the security of any information (such as credit card and other sensitive information) the Client might give for such third party or on any such linked website.
Some jurisdictions do not allow exclusion of implied warranties, so the above exclusions may not apply to you.
Limitation of Liability
In no event shall BV, or any of its directors, officers, employee, agents, vendors, and/or suppliers be liable to the Client or any other person, for any indirect, punitive, incidental, special, or consequential damages, including, without limitation, damages for loss of use, loss of data, loss of goodwill, loss of profits, work stoppage, accuracy of results, or computer failure or malfunction, arising out of or in any way connected with the use or performance of the Website or any information, Services or products made available or obtained through the Website, or with any website linked from this Website, whether based on contract, tort, negligence, strict liability or otherwise, even if BV or any of its directors, officers, employees, agents, vendors, or suppliers have been advised of the possibility of damages. If you are dissatisfied with all or any portion of the Website, or with all or any of the Terms and/or Additional Terms, your sole and exclusive remedy is to discontinue using the Website. BV's total liability under this Agreement shall be limited to direct damages actually incurred by you and shall not exceed the fees actually paid by you and received by BV during the 3 months preceding the claim under which the damages arose for your use of the Service and/or the Website. The limitations on direct and indirect, punitive, incidental, special, or consequential damages are independent of one another and any other limitations set forth in the Terms and/or Additional Terms.
Some jurisdictions may not allow all or any part of the above limitation of liability to apply to you, in which case the limitations will apply to you only to the extent permitted by applicable law. BV does not attempt to restrict any liability the limitation of which is prohibited by law.
The Client and the Registered Users further agree and acknowledge that all prices and information published on the Service by BV or third parties are indicative only, and do not constitute an offer to buy or sell any security or service. Any arrangements between the Client or the Registered Users and any third party named on the Service are at the Client's or the Registered Users' sole risk and responsibility, and the Client and the Registered Users agree that BV shall not be liable for any loss or damage of any sort incurred as a result of any arrangements the Client or the Registered Users enter into with third parties.
Indemnification
The Client will indemnify and hold BV, its directors, officers, agents, employees, suppliers, vendors, and service providers harmless against any claims, liability and expenses, including reasonable lawyers' fees, whether in contract, tort, negligence, strict liability or otherwise that it or any of them may incur by reason of or arising out of any (i) claims, including without limitation claims for copyright infringement, defamation, invasion of privacy, or infringement of rights of publicity, that are made by any third party arising out your use of this Website and any other websites linked thereto, and/or (ii) claims of Registered Users arising as a result or in connection with a Registered User's use of the Services.
Use of the Service
The Client and the Registered Users agree that they will not use the Service for any illegal purpose, or in any manner which is not consistent with these Terms and/or Additional Terms.
Registration
Unless otherwise permitted by BV, the Client and Registered Users are required to register to use most parts of the Service, and usernames and passwords are required to evidence a user's entitlement to access the Service. The Client will provide BV with a list of users it wishes to use the Service and any user who registers and enters the password-restricted parts of the Service is deemed to be a Registered User who has accepted these Terms and the Additional Terms agrees to be bound by them. When a user registers, the Client is responsible for ensuring that the information that the user provides is complete and accurate and up to date. The Client understands and accepts that inaccurate or incomplete registration information may result in disconnection of that Registered User from the Service without notice or refund.
A Registered User may be offered one free trial while a Client considers a subscription contract. Trial periods will be notified to Registered Users at the outset of their trial. Serial trialing by a user or group of users under different email addresses is a breach of these Terms and will lead to immediate disconnection from the Service. Each registration is for a single Registered User only. On registration each Registered User will choose or be allotted a user name and password (ID). The Client and the Registered Users accept that BV does not permit any shared use of an ID (whether physical or logical) by more than one person or access being made available to multiple users on a network. The Client and the Registered Users agree that each ID is strictly for use by the relevant Registered User on:
(a) one PC or equivalent fixed line terminal; and
(b) one portable wireless device (e.g. a BlackBerry® or similar);
(together, the Permitted Devices) only and on no other devices unless specifically otherwise approved in writing in advance by BV (where such approval may be granted or refused at BV's sole discretion and subject to additional fees). BV reserves the right, in its sole discretion, to terminate or suspend any password, access, and ability to use the Website at any time without notice. Use by users who are not Registered Users or by Registered Users on multiple devices beyond those permitted above may be recorded and may result in disconnection from the Service and/or termination of the Agreement without notice or reimbursement.
The Client is responsible for all use of the Website made by its Registered Users or anyone using the IDs issued to the Client and for preventing unauthorized use of the IDs. If the Client believes there has been a breach of security such as disclosure, theft or unauthorized use of any IDs or any payment information it must notify BV immediately by emailing help@breakingviews.com. The Client agrees to indemnify BV against any liability it incurs as a result of any breach of security by the Client or the Registered Users.
BV reserves the right to decline any application to register if, in BV's absolute discretion, any registration details are untruthful, libellous, offensive, obscene, or out of date. Registered Users who have been granted IDs to enable them to use the Service are each deemed to be bound by these Terms and the Additional Terms when they use the Service.
Data Privacy
It is BV's policy to respect the privacy of the Service's users, while providing a service which seeks to recognise its users' preferences. When a user registers with the Service, he/she will be asked to provide BV with the identifying information requested on the registration page (Personal Information). The types of Personal Information we may request include name, address, telephone number, and e-mail address, as well as information about your interest in and use of our various products, programs or services. BV keeps all the Client's and Registered Users' Personal Information private and does not share it with any unrelated third party for its own marketing purposes without the Client's or the Registered Users' consent.
When Clients or Registered Users make any purchase via the Services, BV will, in addition to the above information, take credit/debit card details in order to process payments. These details will be passed to third party providers of payment processing in encrypted format. BV does not store credit/debit card details.
BV will not disclose the Client's or the Registered Users' Personal Information unless, in the opinion of BV, it is necessary to (1) comply with legal requirements, (2) protect and defend the rights or property of BV, (3) comply with and enforce the Agreement or (4) act to protect the legitimate interests of its customers or others. BV does process Personal Information in order to assist it gather information on Registered Users' preferences, in order to target Registered Users with views and information they value, and to use the web's interactivity to gather and publish feedback within the user community.
In addition, Personal Information is used to conduct market research surveys and to provide Registered Users with information about other services available from BV. BV does provide certain customer information, in aggregate form (such that the individual user is not identified) to third parties, including advertisers, for demographic analysis and to audit usage of the Website.
When you use the Service to contact third parties, for example by way of the "send-to-a-friend" feature, you agree that you have the appropriate consent of that party and agree that BV may identify you to that party if they so request.
Use of Cookies
The use of cookies is an industry standard and they are used by BV and many major websites to provide and remember useful features for their users. Cookies are pieces of information that a website transfers to a reader's computer's hard disk for record-keeping purposes. You have the ability to accept or decline cookies by modifying the settings in your browser. However, you may not be able to use all the features of the Service if cookies are disabled. Registration of more than one cookie per Registered User either concurrently or in rotation represents a breach of these Terms by the Registered User unless approved in writing in advance by BV
Modification of the Service and Terms and Conditions of Use
BV may in its absolute discretion and without notice modify, suspend, or discontinue any part of the Service or these Terms and the Additional Terms. Any material changes will be informed to the Client in writing. Changes to these Terms and the Additional Terms shall be effective when posted. The Client is responsible for reviewing these Terms and the Additional Terms, each time the Client uses or accesses the Website. The Client agrees that continued use of the Website is an acknowledgment and consent to any and all terms and conditions contained in the Terms and the Additional Terms, as each may be amended from time to time by BV.
Intellectual Property and Right to Use
All information published on the Service, the Website, or any other communication from BV, including patent, copyright, trade or service marks, trade secret, and any other intellectual property belong to BV or its licensors (the BV Content). The Client and the Registered Users agree and acknowledge that each of the Registered Users are authorised to use the BV Content for their individual, internal business use only in accordance with the following provisions (the Permitted Use).
In no circumstances are the Client or any Registered Users permitted to exploit the BV Content for any other commercial purposes without the express prior permission of BV, and the Client and the Registered Users agree not to assist or facilitate any third party to do the same. The material contained on this Website, including all portions of the Website, BV content, site design, text, graphics, illustrations and artwork, video, music and sound, software, photographs, and the compilation (including the collection, selection, assembly and arrangement) of such material are the exclusive property of BV or its licensors or suppliers, and are protected by copyright and related right, trade or service mark and other laws around the world.
These Terms set out the sole usage rights of the Client and the Registered Users and do not permit the distribution, dissemination, storage, archiving or any wider use of BV Content save as permitted hereunder. Accordingly, the Client agrees that the Client will take all necessary steps to ensure that the Client's Registered Users, libraries, business information services (or their equivalent thereto) and the press offices or corporate communications services (or their equivalent thereto) or any other person responsible for distributing media or investment material within the Client organisation and who may obtain access to the Service, is fully aware that no BV Content may under any circumstances be systematically distributed within or outside the Client or be put into physical or electronic archive storage.
The Client and the Registered Users agree that the Services and the BV Content are for use by the Registered Users only and that neither the Services nor the BV Content shall be disseminated to anyone who is not a Registered User unless otherwise permitted by BV. For example, BV may permit the Client and Registered Users to use the "send-to-a-friend" feature in respect of certain BV Content. In particular the Client and Registered Users understand that users may not register to an email address received by more than one person or engage in systematic forwarding of BV emails around a user group.
Except as permitted above, no material from the Website or any web site owned, operated, licensed or controlled by BV or its licensors, may be copied, reproduced, republished, posted, resold, uploaded, transmitted or distributed in any way except as set out below:
(a) subscription Clients: the Client (if an individual) or each of the Client's Registered Users may view on screen an unlimited number of times or print out on paper once each item of BV Content
(b) pay-per-view Clients: the Client may view on screen three times and print out on paper once each item of BV Content;
and in each case on the Permitted Devices only and provided that the Client and Registered Users DO NOT:
(a) obscure or remove any copyright and other proprietary notices;
(b) use the material in a manner that would compete with or damage the goodwill associated with BV;
(c) use the material in a manner that suggests an association with any of our services, brands, or products (unless otherwise authorized in writing by BV);
(d) make any modifications to the material;
(e) use or access the Website for any purpose that is unlawful or prohibited by these Terms or Additional Terms;
(f) use or access the Website in a manner that could damage, disable, overburden, or impair any BV server or the networks connected to any BV server;
(g) make any commercial or non-fair dealing/use of the trade or service marks, logos, symbols, or any other mark, device, or commercial identifier of BV without the express written consent of BV;
(h) interfere with any third party’s use and enjoyment of the Website;
(i) attempt to gain unauthorized access to the Website, accounts, computer systems, or networks connected to any BV server through hacking, password mining, or any other means;
(j) sublicense any licence granted in or to materials on the Website under these Terms or Additional Terms (whether or not any of such acts are for commercial gain or advantage); or
(k) reverse engineer, decompile, modify, or create derivative works from any software accessible by or on the Website unless specifically authorized by the owner of the software or to the extent permitted by law.
The Client and the Registered Users accept that "Breakingviews" and "Breakingviews.com" alone or together with the BV logo are trade or service marks of BV and the Client and the Registered Users agree not to use them without first obtaining written permission from BV.
Compliance
The Client agrees and acknowledges that in the event of reasonable grounds for suspected non-compliance by the Client and/or its Registered Users with the above registration requirements, including the Registered User and Permitted Devices restrictions, and/or the above licence requirements, including the Permitted Uses, BV may deem the Client in material breach of this Agreement and immediately suspend the Client's and/or its Registered Users' access to and use of the Service, the Website and the BV Content (in whole or in part).
Without prejudice to its other rights or remedies and (if access and use has been suspended as provided for above) before permitting any further access to and use of the Service, the Website and the BV Content, BV may (at BV's sole discretion) require the Client to:
(a) make immediate payment for any non-permitted usage made by the Client and/or its Registered; and
(b) agree to duly up-grade the Charges payable in force for any future use made by the Client and/or its Registered Users;
in accordance with the BV fee pricing at that time in force.
The Client agrees and acknowledges that BV may audit the Client's and/or its Registered Users compliance both remotely through the monitoring of BV's system logs, cookies and other technical measures and also by physical access to Client's premises on reasonable prior written notice, during reasonable business hours and subject to such reasonable requirements relating to confidentiality and health and safety that the Client may request.
The Client shall be required to appoint a senior member of staff as Compliance Officer for the purposes of liaising with BV in relation to the Client's compliance with these Terms and any Additional Terms.
Notwithstanding any of the above, BV shall not be restricted from exercising its termination rights set out below or making any claim for monetary damages for breach of contract or seeking injunctive relief in respect of any non-compliance (see below).
Term and Termination
These Terms, any Additional Terms and the Agreement between the User and BV shall commence on the start date confirmed in writing by BV. Subject to the termination provisions below, subscription Agreements shall continue as follows:
(a) in the case of yearly subscriptions, for an initial period of 12 months automatically renewing thereafter for further periods of 12 months, provided that the Client or BV can terminate the subscription by giving not less than 30 days' prior written notice to the other before the end of the initial 12 month subscription period or any subsequent anniversary (the Renewal Date). Termination will then come into effect on such Renewal Date; and
(b) in the case of monthly subscriptions, for an initial period of 30 days automatically renewing thereafter for further periods of 30 days, provided that the client or bv can terminate the subscription by giving not less than 7 days' prior written notice to the other before the end of the initial 30 day subscription period or any subsequent 30 day period (the renewal date). Termination will then come into effect on such renewal
Either party (Terminating Party) may terminate the Terms, any Additional Terms and the Agreement on giving notice in writing to the other if:
(a) the Terminating Party becomes aware of material breaches of the Terms, any Additional Terms and/or the rest of the Agreement by the other party (or in the case of the Client or any of its users), which breaches shall not have been remedied within 14 days of notice from the Terminating Party requiring remedy of the same; or
(b) the other party shall become bankrupt or have a receiver or administrative receiver appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or if a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business.
For the avoidance of doubt neither party may terminate this Agreement itself in the event of its own material breach or bankruptcy (or other circumstances set out in (b) above).
Charges and Terms of Settlement
The Client will pay all charges in accordance with any provisions described in the BV fee pricing from time to time in force (the Charges). The Client will also pay any sales tax or similar taxes properly levied on those Charges. For yearly subscriptions all amounts must be received in cleared funds from the Client within 30 days of an invoice from BV. For monthly subscriptions and pay-per-view contracts the Client must pay in advance and payment must be collected in cleared funds before access to the Service is granted.
Without prejudice to its other rights or remedies BV may deem the Client in material breach of this Agreement and immediately suspend the Client's and/or its Registered Users' access to and use of the Service, the Website and the BV Content (in whole or in part) if the Client does not pay the Charges in accordance with the above.
Interest will be charged on sums overdue at the rate of 2 percentage points over the Bank of England base rate, or where the Client is in North America the US Prime Rate applicable at the relevant time calculated on a daily basis from the date payment was due until the date payment is received and the interest will be compounded monthly.
At the request of the Client, BV will invoice a third party nominated by the Client and approved in advance by BV, for all Charges payable under the Contract. If the nominated third party fails to pay those Charges, BV will notify the Client and the Client will pay the Charges within 10 working days of being notified.
Unless otherwise specified in the Agreement, BV may increase the Charges once in any calendar year by an amount not more than the change in the immediately preceding 12 months in the UK Retail Prices Index, or where the Client is in North America the US Consumer Price Index (All Urban Consumers, U.S. City Average, All Items, published by the Bureau of Labor Statistics, United States Department of Labor), plus 5 percentage points. BV may increase the Charges in excess of this amount, but will give the Client at least 42 days notice of such increase (Excess Increase). Upon receipt of such Excess Increase notice, the Client may cancel any Service to which the Excess Increase will apply by giving not less than 28 days written notice to BV before the Renewal Date. That cancellation will take effect on the date of the proposed implementation of the Excess Increase, unless BV notifies Client in advance of that date that the change will not occur.
Disputes
If there is a material dispute between BV and the Client in relation to any matter in connection with these Terms, any Additional Terms or the Agreement, then the parties shall bring the existence of such dispute to the attention of senior management representatives of the Parties. If the dispute is still unresolved after 14 days, then the parties may attempt to settle the matter by mediation in accordance with the Model Mediation Procedure of the Centre for Effective Dispute Resolution (CEDR) in London (www.cedr.com) with a mediator appointed by the CEDR or such other procedure and/or mediator as the parties may agree. The commencement of mediation will not prevent the parties commencing or continuing court proceedings.
Governing Law
You and BV each agree that the substantive laws of England and Wales, or where the Client is in North America the State of New York, USA, will govern with respect to all matters relating to or arising out of the Terms, the Additional Terms, the Agreement or the use (or inability to use) the Website, and that such laws will apply without regard to principles of conflict of laws. You and BV agree and hereby submit to the exclusive jurisdiction and venue of the appropriate courts in London, England, or where the Client is in North America the state and federal courts located in New York County, New York, USA, with respect to such matters; provided, however, that nothing in this clause shall limit the rights of BV to bring proceedings in any other court of competent jurisdiction if such proceedings are required to preserve BV's rights.
Assignment
Neither party may assign all or any of its rights or obligations or transfer all or any of its obligations under this Agreement without the prior written approval of the other.
Severability
If any provision of these Terms and/or the Additional Terms is determined to be invalid, it shall be deemed severed from the remainder of such terms to the extent of such invalidity, and all other provisions shall remain in full force and effect.
Waiver
Our failure to exercise or enforce any right or provision of these Terms and/or the Additional Terms shall not constitute a waiver of such right or provision.
Injunctive Relief
The Client acknowledges and agrees that any violation of the Terms and/or the Additional Terms relating to the disclosure, use, copying, distribution, display or publishing of the information and/or materials on the Website or Services and use of the Website or Services may result in irreparable injury and damage to BV that may not be adequately compensable in money damages, and for which BV will have no adequate remedy at law. The Client, therefore, consents and agrees that BV may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with the Terms and/or the Additional Terms. The Client waives any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
Third Party Beneficiary
Nothing in these Terms and/or Additional Terms shall confer on any third party any benefit or the right to enforce any term of this Agreement