Adorn Global Limited ("We”, “Us” and “Our”) whose registered office is at Mulberry House, 53 Church Street, Weybridge, Surrey, KT13 8DJ, UK (Company Number: 08053190) .
(A) We provide trend and market intelligence resources dedicated to the jewellery industry, which we make available to subscribers via an internet portal on an annual subscription basis.
(B) The Subscriber (as defined below) wishes to have access to our internet portal on these terms and conditions ("Conditions").
1.1 The following definitions and rules of interpretation apply in these Conditions.
an employee, agent or subcontractor of the Subscriber who is authorised by us to use the Services under a Contract and to whom we provide individual login details (together “Authorised Users” or “Related Subscribers”);
any day which is not a Saturday, Sunday or public holiday in England;
Conditions of Website Use
the information referred to in Condition 10 and any information that is either clearly labelled as proprietary or confidential or by its nature would reasonably be assumed to be confidential;
a confirmation document or email sent by us to the Subscriber, agreeing to provide access to the Services;
the contract between us and the Subscriber for the supply of Services in accordance with and subject to these Conditions;
the date on which the Services are made available to the Subscriber, as set out in the Confirmation;
Initial Subscription Term
the initial term of the Contract as set out in the Confirmation;
Intellectual Property Rights
all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including Confidential Information, know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
a request to subscribe for Services submitted by the Subscriber in accordance with Condition 2.3;
the period described in Condition 13.1;
the subscription services we provide to the Subscriber under these Conditions via the Website or any other website notified to the Subscriber by us from time to time (including access to any trend reports, guides, images, articles, documents and information we choose to make available on the Website, or otherwise, from time to time);
the person or organisation specified in the Confirmation as the party with whom we contract for the provision of the Services;
the subscription fees payable by the Subscriber to us for the User Subscription, as set out on the Confirmation;
the Initial Subscription Term together with any Subsequent Renewal Periods;
the user subscription for the services purchased by the Subscriber pursuant to Condition 8.1 which entitles a specified number of Authorised Users to access and use the Services in accordance with these Conditions; and
Adorn Insight internet portal at http://www.adorninsight.com
1.2 Headings shall not affect the interpretation of these Conditions.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 A reference to writing or written includes faxes and e-mail.
1.8 If there is an inconsistency between any of the provisions of these Conditions and the provisions of our Conditions of Website Use, the provisions of these Conditions prevail.
1.9 An obligation on the Subscriber not to do something includes an obligation not to allow that thing to be done.
1.10 Any words following the words include, including, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phase or term preceding those terms.
2. Basis of contract
2.1 Requests for a free virtual tour of the Services and a quotation shall be submitted on the request form provided on our website at https://www.adorninsight.com/landing/
2.2 Any quotation given by us is given on the basis that no Contract shall come into existence until we despatch a Confirmation to the Subscriber. Any quotation is valid for a period of 20 Business Days, provided that we have not previously withdrawn it.
2.3 Orders to subscribe for the Services shall be submitted by email to [email protected]
2.4 The Order constitutes an offer by the Subscriber to subscribe to the Services in accordance with these Conditions. The Order shall only be deemed to be accepted when we send a Confirmation to the Subscriber.
2.5 The Contract (which incorporates the Conditions of Website Use) constitutes the entire agreement between the parties. The Subscriber acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract. Descriptions contained on our websites are only intended to give an idea of the Services and shall not form part of the Contract (or any other contract between us and the Subscriber).
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Subscriber seeks to impose or incorporate, or which are implied by custom, practice or course of dealing. If there is any inconsistency between these Conditions and the contents of a Confirmation, these Conditions prevail unless expressly stated otherwise in the Confirmation.
3. User subscription
3.1 Subject to the Subscriber purchasing the User Subscription in accordance with Condition 8.1 and at all times complying with these Conditions, we grant to the Subscriber a non-exclusive, non-transferable right to use and permit Authorised Users to use the Services during the Subscription Term solely for the Subscriber's personal use or internal business operations.
3.2 The rights provided under this Condition 3 are granted to the Subscriber only, and shall not be considered granted to any personal representative, subsidiary or holding company of the Subscriber.
4.1 We shall, during the Subscription Term, provide the Services on and subject to the provisions of these Conditions.
4.2 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for during maintenance periods. We will use all reasonable endeavours to give advance warning of when we expect to carry out maintenance via the Website.
5. Data protection
6. Use of Subscriber Details for Marketing Purposes
Unless you expressly notify us otherwise, we shall be entitled to publish your name as a Subscriber to our Services on our Website and within such other marketing materials as we may use to promote our Services from time to time. Please note that should you withdraw your consent for us to use your name for marketing purposes at a future date we will arrange for the removal of your name from our website and any electronic marketing materials within five working days of receiving your request but that your name may still appear on any hard copy promotional or marketing materials that we hold in stock. We shall be entitled to distribute such materials as we hold in stock notwithstanding withdrawal of your consent.
7. Our obligations
7.1 We undertake that the Services will be performed with reasonable skill and care.
7.2 Subject to Condition 12, we agree to use reasonable efforts to:
7.2.1 maintain the Website;
7.2.2 keep the Website secure from unauthorised access and tampering.
7.3 Notwithstanding Condition 6.2, we do not warrant that the Subscriber's use of the Services will be uninterrupted or error-free; nor that the Services and/or the information obtained through the Services will meet the Subscriber's requirements. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Subscriber acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8. Subscriber's obligations
8.1 The Subscriber shall:
8.1.1 use all reasonable efforts to prevent unauthorised access to, or use of, the Services and promptly notify us of any such unauthorised access or use;
8.1.2 keep a secure password for its use of the Services and keep its password confidential; and
8.1.3 comply with our Conditions of Website Use.
8.2 In relation to Authorised Users, the Subscriber undertakes that:
8.2.1 the Authorised Users will be the persons for whom we provide login details, and it will not allow any User Subscription to be used by any other person;
8.2.2 it shall ensure that Authorised Users use the Services in accordance with these Conditions and shall be responsible for any breach by any Authorised User of these Conditions;
8.2.3 each Authorised User shall keep a secure password for his use of the Services and keep that password confidential; and
8.2.4 it shall keep a written list of all current Authorised Users and shall provide such list to us within 5 Business Days of our written request.
8.3 The Subscriber shall not:
8.3.1 access all or any part of the Services in order to build a product or service which competes with the Services;
8.3.2 use the Services to provide information or services to third parties; nor
8.3.3 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party.
8.4 The Subscriber agrees that any financial gain made by it, or any associated party, from a breach of clause 7.3 shall be held on trust for our benefit. This does not affect our ability to also sue for damages or any other remedy.
9. Charges and payment
9.1 The Subscriber shall pay the Subscription Fees to us for the User Subscription in accordance with this Condition 8.
9.2 On placing the Order, the Subscriber shall provide to us (as we may in our sole discretion require) valid, up-to-date and complete credit card details, bank account details or approved purchase order information and any other relevant contact and billing details. If the Subscriber provides:
9.2.1 its credit card details to us, the Subscriber hereby authorises us to bill such credit card:
188.8.131.52 on or after the date of the Confirmation for the Subscription Fees payable in respect of the Initial Subscription Term; and
184.108.40.206 subject to Condition 13.1, on or after each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
9.2.2 its bank account details to us, the Subscriber hereby authorises us to debit such account:
220.127.116.11 in 12 equal monthly instalments commencing on or after the date of the Confirmation for the Subscription Fees payable in respect of the Initial Subscription Term; and
18.104.22.168 subject to Condition 13.1, in 12 equal monthly instalments commencing on or after each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
9.2.3 its approved purchase order information to us, we shall invoice the Subscriber:
22.214.171.124 on or after the date of the Confirmation for the Subscription Fees payable in respect of the Initial Subscription Term; and
126.96.36.199 subject to Condition 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
and the Subscriber shall pay each invoice within 30 days after the date of such invoice.
9.3 If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies we may have:
9.3.1 we may, without liability to the Subscriber, refuse to activate or disable the Subscriber’s and any or all of its Authorised Users’ password, account and access to the Services and we shall be under no obligation to provide any or all of the Services while the amount(s) concerned remain unpaid; and
9.3.2 interest shall accrue on such due amounts at an annual rate of 4% over the then current base lending rate of our bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid (both dates inclusive), whether before or after judgment.
9.4 We do not have to activate the Subscriber’s account until we have received payment for the Subscription Fees (or where the Subscriber is paying by direct debit, the first instalment for the Subscription Term) in full and in cleared funds.
9.5 All amounts referred to in these Conditions:
9.5.1 are payable in pounds sterling;
9.5.2 are non-cancellable and non-refundable;
9.5.3 are exclusive of value added tax (if applicable), which shall be added at the appropriate rate.
9.6 We shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 30 Business Days' prior notice to the Subscriber and the Confirmation shall be deemed to have been amended accordingly.
10. Proprietary rights
10.1 The Subscriber acknowledges and agrees that we and/or our licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, these Conditions do not grant the Subscriber or any Authorised User any rights to, or in Intellectual Property Rights or any other rights or licences in the Services.
10.2 Use, reproduction, transmission, printing off, copying or downloading any Website content is subject to our Conditions of Website Use. Any contravention of those conditions may result in criminal or civil sanctions against the person carrying out the breach.
10.3 We confirm that we have all the rights in relation to the Services that are necessary to grant all the rights we purport to grant under, and in accordance with, these Conditions.
The Subscriber shall keep in strict confidence all trend, market, technical or commercial know-how, processes or initiatives which are of a confidential nature and have been disclosed to the Subscriber and/or Authorised Users by us, our employees, agents or subcontractors, and any other Confidential Information concerning our business or our services which the Subscriber may obtain. The Subscriber shall restrict disclosure of such Confidential Information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Subscriber’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Subscriber. This Condition 10 shall survive termination of the Contract.
12.1 The Subscriber shall indemnify us, our officers, directors and employees and the other companies in the same group of companies as us, against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Subscriber's use of the Services and/or our enforcement of these Conditions.
12.2 We shall, subject to Condition 11.5, defend the Subscriber, its officers, directors and employees against any claim that the Services infringes any United Kingdom Intellectual Property Rights effective as of the Effective Date, and shall indemnify the Subscriber for any amounts awarded against the Subscriber in judgment or settlement of such claims, provided that:
12.2.1 the Subscriber gives us prompt notice of any such claim;
12.2.2 the Subscriber provides reasonable co-operation to us in the defence and settlement of such claim, at our expense; and
12.2.3 we are given sole authority to defend or settle the claim.
12.3 In the defence or settlement of any claim, we may procure the right for the Subscriber to continue using the Services, replace or modify the Services so that they become non-infringing or terminate the Contract on 2 Business Days’ notice to the Subscriber without any additional liability to the Subscriber.
12.4 In no event shall we, other companies in the same group of companies as us, our employees, agents and sub-contractors be liable to the Subscriber to the extent that the alleged infringement is based on:
12.4.1 a modification of the Services by anyone other than us; or
12.4.2 the Subscriber's or Authorised Users’ use of the Services in a manner contrary to the instructions given by us; or
12.4.3 the Subscriber's or Authorised Users’ use of the Services after notice of the alleged or actual infringement from us or any appropriate third party or authority.
12.5 This clause 11 states the Subscriber's sole and exclusive rights and remedies, and our (including our employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any Intellectual Property Rights.
13. Limitation of liability
13.1 This Condition 12 sets out our entire financial liability (including, without limitation, any liability for the acts or omissions of our employees, agents and sub-contractors) to the Subscriber in respect of:
13.1.1 any breach of the Contract;
13.1.2 any use made by the Subscriber of the Services or any part of them; and
13.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
13.2 Except as expressly and specifically provided in these Conditions:
13.2.1 the Subscriber assumes sole responsibility for results obtained from the use of the Services by the Subscriber and its Authorised Users, and for conclusions drawn from such use. The Subscriber acknowledges and accepts that the information provided on the Website is provided without any guarantees, conditions or warranties to its accuracy, completeness or reliability. The Subscriber further acknowledges that its use of the Services is subject to any disclaimer and/or intellectual property notice contained on the Website or any other documentation provided by us in connection with the Services; and
13.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
13.3 Nothing in these Conditions excludes the liability of us:
13.3.1 for death or personal injury caused by our negligence; or
13.3.2 for fraud or fraudulent misrepresentation.
13.4 Subject to Condition 12.2 and Condition 12.3:
13.4.1 we shall not be liable whether in tort (including but not limited to negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for, without limitation, any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
13.4.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Conditions shall be limited to the total Subscription Fees paid by the Subscriber during the 12 months immediately preceding the date on which the claim arose.
14. Term and termination
14.1 The Services shall, unless terminated earlier in accordance with this Condition 13, commence on the Effective Date and continue for the Initial Subscription Term. Thereafter, the Contract shall automatically renew for successive periods of 12 months (each a "Renewal Period"), unless:
14.1.1 either party notifies the other party of termination, in writing, at least 25 Business Days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate on the expiry of the applicable Initial Subscription Term or Renewal Period; or
14.1.2 otherwise terminated in accordance with the provisions of these Conditions.
14.2 Without prejudice to any other rights or remedies, either party may terminate the Contract without liability to the other if the other party commits a material breach of any of these Conditions and (if such a breach is remediable) fails to remedy that breach within 25 Business Days of that party being notified in writing of the breach.
14.3 On termination of the Contract for any reason:
14.3.1 all licences granted under these Conditions shall immediately terminate and the Subscriber must not make any further use of the Services;
14.3.2 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced;
14.3.3 the Subscriber shall destroy or return to us all materials they have obtained from the Website and/or which contain our Confidential Information permanently delete the foregoing from its IT systems and provide written confirmation to us that it has done so.
15. Force majeure
We shall have no liability to the Subscriber under the Contract if we are prevented from or delayed in performing our obligations under the Contract by acts, events, omissions or accidents beyond our reasonable control, including, strikes, or other industrial disputes (whether involving our workforce or that of any other person), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
16. VARIATION AND Waiver
16.1 No variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.2 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given.
16.3 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
17.1 If any provision (or part of a provision) of these Conditions is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
18.1 The Subscriber shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
18.2 We may at any time assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract.
19. No partnership or agency
Nothing in these Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
20. Third party rights
The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
21.1 Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its last known address, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number, or sent by email to the other party's email address as set out on the Confirmation.
21.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax or email shall be deemed to have been received at 9 am on the first Business Day following the day of transmission (as shown by the timed printout obtained by the sender or as shown by the "sent" indication on the email).
21.3 The Subscriber agrees that, if requested to do so by us, it will promptly appoint an agent to receive on its behalf in England service of any proceedings. Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Subscriber) and shall be valid unless we have received prior written notice that such agent has ceased to act as agent. If for any reason such agent ceases to be able to act as agent or no longer has an address in England, the Subscriber shall promptly appoint a substitute and tell us the new agent's name and address and fax number within England.
20.4 The Subscriber irrevocably consents to any process in any legal action or proceedings under these Conditions being served on it in accordance with the provisions of this Condition 20. Nothing contained in these Conditions shall affect the right to serve process in any other manner permitted by law.
22. Governing law and jurisdiction
22.1 The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of England.
22.2 The parties irrevocably agree for our sole benefit that, subject as provided below, the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims). Nothing in this Condition shall limit our right to take proceedings against the Subscriber in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.