Ascend - Terms and Conditions

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Interpretation

Purchasing And Ordering On-Line Subscriptions

Purchasing And Ordering Goods And/Or Services

Payment

Delivery Costs

Suspension And Termination

Terms & Conditions

Please read these Terms and Conditions carefully as they form the basis of Your Contract with Ascend Worldwide Limited.

1. Interpretation

In this Contract the following meanings shall apply :

"Ascend" means Ascend Worldwide Limited, whose registered office is at Cardinal Point, Newall Road, Heathrow Airport (London), Hounslow TW6 2AS, United Kingdom. Tel +44 (0)20 8564 6700. e-mail: sales@ascendworldwide.com.

"Content"means information, graphics, software, and other material appearing on or available through the Website or Database.

"Consumer" means a person who purchases goods or services not in the course of business.

"Contract" means the agreement between Ascend and the Customer for access to the Website or Database and the use of the Service incorporating the Terms as appropriate.

"Customer" means the individual or organisation with whom Ascend enters into the Contract for access to the Website or Database and use of the Service or purchase of goods.

"Goods" include but are not limited to Ascend' products such as publications, cd's, electronic e-mailed formats and Website or Database based information products that do not include a service element.

"Sales and Customer Support Team" refers to the support staff at Ascend tasked with handling customer access and support, processing Contracts and liaising with Account Managers. The sales team can be contacted at sales@ascendworldwide.com.

"Service" means the provision on the Website or Database modules provide and regulated by Ascend on the website or Database.

"Subscriber" is an individual or company entity that pays for service provided by Ascend on a period basis which varies dependant on the Service

"Terms" means these Terms and Conditions.

"VAT" means Value Added Tax.

"You" means the Customer with whom Ascend makes the Contract and any Authorised User or person who Ascend reasonably believes is acting with the customer's authority or knowledge.

"Website" means any website or webpage that is operated or maintained by Ascend. The Contract sets out the entire agreement between You and Ascend for the use of the Website and the provision of the Service.

"Database" means any installable database application that is distributed by Ascend.The contract sets out the entire aggreement between you and ascend for the use of the database and the provision of the service.

Within this Contract, references to unauthorised access should be interpreted based on the following authorised uses of the Ascend user licence.

Please note that not all license options are available for all Ascend products.

"Named user license" authorised is defined as access to the Website and/or Database and/or the Service only by the person named within the Ascend order form as the user. Sharing of named user login details (user name and password) is not authorised.

"Concurrent user license" authorised is defined as access to the Website and/or Database and/or the Service by anyone employed by/contracted to the licensed Customer, up to the number of concurrent licenses specified in the Ascend order form.

"Site wide license" authorised is defined as access to the Website and/or Database and/or the Service by anyone whose access to the internet is handled via the specified IP address(es) agreed with Ascend.

"Intranet wide license" authorised is defined as access to the Website and/or Database and/or the Service by anyone employed by/contracted to the licensed Customer and who has access to the approved intranet site belonging to the licensed Customer.

2. Purchasing And Ordering On-Line Subscriptions

Ascend agrees to provide You with the Service in accordance with the Terms and Conditions stated on the Terms And Conditions webpage.

3. Purchasing And Ordering Goods And/Or Services

3.1 All orders are subject to the availability of the Goods and or Services and acceptance by your submission of your order. You are making an offer to buy the goods at the price set out in the order page and consent to allow Ascend to use your company/personal details to supply the goods.

3.2 Ascend has no obligation to supply any Goods and or Services that are ordered until you have confirmation that Ascend has accepted your order. No Contract will exist until Ascend has accepted your order. This will be evidenced in writing or by email

3.3 In the event any Goods and or Services you have ordered are unavailable, or Ascend cannot supply what has been ordered (or if there has been an increase in price), Ascend will contact you before deducting any payment. In these circumstances, you may cancel or change your order, such cancellation to be communicated in writing or by email.

3.4 Ascend aims to process your order within 72 hours of receipt but please allow 30 days for delivery of goods within the UK and this period may take longer for orders to be despatched outside the UK.

3.5 To enable access to the Website or Database as a Subscriber You must submit your details to Ascend and complete your payment. You must confirm and warrant that all the information supplied by You for a subscription to the Service is true, complete and accurate in all respects. You agree to notify promptly the Sales and Customer Support Team of any changes in your details. If Ascend believes that You have provided false information or failed to notify Ascend of any changes, Ascend reserves the right to terminate this Contract, your access to the Website or Database and Service, without notice

3.6 Where subscription charges are paid by credit card via the Internet and through the Website or Database, upon receipt of card authorisation from the card clearing house, a contract between you and Ascend will be deemed to be in existence.

4. Payment

Where Goods or Services offered require payment, You must ensure the following:

4.1 Where purchaged via the Ascend Website, you must ensure that your computer system has the necessary specification including but not limited to the necessary hardware, software and configuration to receive or use any content purchased from the Ascend Website.

4.2 Unless otherwise stated, payment is due in UK Pounds Sterling and should Ascend have agreed to payment in any other currency, the amount will be based on the rate of exchange between Sterling and that currency at a rate set by Ascend.

4.3 If any payment due to Ascend is not paid on time your payment is rejected, or You default in payment, the amount owing will be treated as overdue and Ascend will be entitled immediately to cease or suspend the provision of the relevant Service and/or Goods until payment has been received in full.

4.4 All online payment transactions are handled by CyberSource, a secure payment processing provider. Your credit/debit card and related personal details are collected by CyberSource, and securely recorded by Ascend, in order to process your order. More details regarding CyberSource’s terms and conditions, and privacy and security policies can be found by visiting the CyberSource web site.

5. Delivery Costs

Standard delivery costs are included in the costs of the Goods ordered indicated on the Website. An express delivery service is available. For further details please contact Ascend for the price, irrespective of the Goods ordered in addition to their costs. VAT For orders made from within the UK or the European Union, 17.5% Value Added Tax is added to the price of the Goods or Service ordered from the Ascend Website where applicable. Orders from outside the European Union are VAT free.

6. Suspension And Termination

6.1 In addition to any other rights Ascend may have, Ascend can suspend or terminate your access to the Website and/or Database immediately without notice if: (a) You breach any provision of the Contract; (b) You are made bankrupt, enter into liquidation or any arrangement or composition with your creditors or if a receiver or administrator or administrative receiver is appointed against any of your assets or business; or (c) Ascend ceases or intends to cease to operate the Service.

6.2 If Ascend delays in acting upon a breach of the Contract by You, that delay will not be regarded as a waiver of the breach. If Ascend does waive a breach of this Contract by You, that waiver is limited to that particular breach, which has been confirmed in writing to you by Ascend.

7. Security

7.1You are responsible for ensuring that no unauthorised access is obtained to the Website and/or Database and/or the Service through your Access Privileges. You will be entirely liable for all activities conducted through your Access Privileges, whether authorised by You or not.

7.2 You must inform Ascend immediately if You have any reason to believe that the Passwords have become known to someone not authorised to use them or if the Passwords are being, or are likely to be, used in an unauthorised way. If Ascend has reason to believe that there is likely to be a breach of security or misuse of the Service, Ascend may change your Passwords immediately and will notify You accordingly.

7.3 If You forget any of your Passwords, by contacting the Sales and Customer Support Team and satisfying the security checks which Ascend operates, You will be given new Passwords to enable You to access the Website and/or Database and use the Service.

7.4 Ascend reserves the right to audit the information You use and/or gain from the Service and permission to allow Ascend to perform such an audit will not be unreasonably withheld.

7.5 Any breach or failure to comply with the provisions of Clause 7 by you will allow Ascend to terminate the agreement and Service without any notice.

8. Service Use

8.1 The Website and/or Database and the Service enable access to Content which may be protected by copyright, trade mark and any other intellectual property and related rights ("Rights"). You shall use the Website and/or Database , the Service and the Content for your own internal business purposes only and comply with all other instructions regarding use of the Website and/or Database, the Service and the Content. Data sourced from Ascend Online should be credited as such when used in material that will be visible to third parties. Unless otherwise allowed by specific provisions for particular parts of the Content You shall not permit anyone else to copy, store, modify, transmit,distribute, broadcast or publish any part of the Content other than when this is reasonably necessary for the normal delivery of the Service or for Approved Use of the Content in accordance with these Terms.

8.2 You agree to use the Websiteand/or Database and the Service for lawful purposes only, and in a manner which does not infringe, restrict or inhibit access to, or use of, the Website and/or Database and/or the Service by any other persons.

8.3 You must contact Ascend immediately if anyone makes or threatens to make a claim against You relating to your use of the Website and/or Database and/or the Service. You will comply with any reasonable request from Ascend for information and/or assistance in relation to such, or any similar, claim.

8.4 Any breach or failure to comply with the provisions of Clause 8 by you will allow Ascend to terminate the agreement and Service without any notice.

9. Liability

9.1 While Ascend will use all reasonable skill and care in the creation and supply of the Website and/or Database , the Service and the Content, You are solely responsible for evaluating the suitability, accuracy and completeness of any Content and Ascend does not give any warranty as to its suitability, accuracy or fitness for any purpose.

9.2 Subject to 9.3 and 9.4, Ascend excludes all liability whether in contract, tort (including liability for negligence) or otherwise for the suitability, accuracy or fitness for any purpose of the Service and any Content, and limits its liability for any other liability under or in connection with this Contract to the Subscription Charges payable by You for the element of the Website and/or Database, the Service or Content in dispute.

9.3 Subject to 9.4, Ascend excludes all liability for any type of loss of revenue including but not limited to loss of business revenue, profits, loss of opportunity, anticipated savings or wasted expenditure, corruption or destruction of data or for any other indirect or consequential loss whatever.

9.4 Ascend does not limit or exclude its liability for death or personal injury caused by its negligence or any other liability the limitation or exclusion of which is prohibited by law.

9.5 Save as expressly specified in this Contract, all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.

9.6 Some of the information available on the Website and/or Database, Content and/or Service may contain forward-looking statements or future forecasts which involve risk and uncertainties, such as statements and opinions of the company strategies, plans, objectives, expectations and intentions. These are not to be regarded as statement of fact. Actual performance, prospects, development and results may differ materially from any and all anticipated results and Ascend shall not be liable for any loss or damage howsoever caused and howsoever arising due to reliance on any forward or future information.

10. Indemnity

You agree to indemnify Ascend against any and all claims, losses or expenses, including but not limited to pre-litigation costs and expenses, or legal proceedings arising from any use by You of the Service, the Website and/or Database, and the Content which are brought or threatened against Ascend by another person.

11. Privacy Policy

Ascend will use any personal data collected in full accordance with the Data Protection Act 1998. Ascend Data Protection Notice can be viewed at the Website and/or Database of the Information Commissioner at www.informationcommissioner.gov.uk.

12. General

12.1 If Ascend cannot perform its obligation under this Contract because of circumstances beyond its reasonable control such as technical failure, severe weather, fire or explosion, civil disorder, war, or military operations, natural or local emergency, anything done by government or other competent authority or industrial disputes of any kind, Ascend will not accept liability for any losses, of whatever nature, which you may suffer either directly or indirectly there from.

12.2 Notices given under the Contract may be given by Ascend to You on-line through the Service or in writing to the address as currently stated in your Subscription details. Notices given under the Contract by You to Ascend must be given to the Sales and Customer Support Team, in writing, at Ascend at the address given in Clause 1

12.3 This Contract shall be governed by English Law and You and Ascend submit to the exclusive jurisdiction of the English Courts.

12.4 Each party irrevocably waives any objection which it might at any time have to the Courts of England being nominated as the forum to hear and determine any suit, actions or proceedings and agrees not to claim the Courts of England are not a convenient or appropriate forum.

12.5 You shall not assign or otherwise transfer this Contract to any other person without obtaining Ascend' prior written consent.

12.6 Ascend reserves the right to assign all or part of the Contract at any time, to any company or person or amend any of these Terms and Conditions, the contents of the Service provided, without any notice.

13. Statutory Rights

Nothing contained within these Terms and Conditions will affect your statutory rights.

13.1 If your purchase is made as a Consumer and your offer has been accepted by us, You have a right to cancel your order up to 7 (seven) working days from the day after You received your Goods and 7 (seven) working days from when your offer was accepted in the case of Services.

13.2 In either event, under 13.1 above, You should arrange for the Goods to be returned to the above address and Ascend will provide a refund excluding return postage within 30 days from your notice of cancellation has been communicated to Ascend.

13.3 Should Ascend not receive the Goods from You, Ascend may arrange collection from You within 14 (fourteen) days of the notification to cancel and charge the collection costs to You.