This page (together with any documents referred to on it) explains the terms and conditions on which CONTEXT supplies the Portal and a User registers to use the Portal (our “Registration Terms”). The User should read these Registration Terms carefully before using and/or registering to use the Portal with CONTEXT.  The User should understand that by proceeding with using or registering to use the Portal that the User agrees to be bound by these Registration Terms.  By ticking the box on the registration page on the Portal confirming that you accept the Registration Terms and clicking the ‘Register’ button, the User indicates that it accepts these Registration Terms.  Please be aware that if the button on the registration page is not clicked, then you will not be able to proceed with using or registering with the Portal.

1              DEFINITIONS AND Interpretation

                The definitions and rules of interpretation in this clause apply in these Registration Terms.

"CONTEXT"

means CONTEXT World Limited, company registered number 07598074 whose registered office is at Sanderson House, Station Road, Horsforth, Leeds LS18 5NT and whose principal office is at Dial House, 2 Burston Road, London SW15 6AR;

“Customers”

means customers of CONTEXT who have a separate contract in place with CONTEXT for the provision of various CONTEXT services;

“Customer Reports”

means the reports generated by CONTEXT which are customer-specific and are not accessible (through the Portal or otherwise) by a Registered User;

"Intellectual Property Rights"

patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including 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;

“Internal Users”

means those Users of the Portal which are employees of CONTEXT and who are granted access to the Portal for use in accordance with these Registration Terms automatically;

“Partner”

mean distributors and resellers, including retailers, etailers and corporate resellers, who are members of the CONTEXT exchange panel, and are granted access to the Portal for use in accordance with these Registration Terms automatically;

“Portal”

means the Portal operated by CONTEXT for the purposes of allowing access to Reports by Registered Users, Customer Reports by Customers and all Reports and Customer Reports for Internal Users, available at the url specified by CONTEXT from time to time (www.contextworld.com);

“Registered User”

“not an Internal User or a Customer/Partner”

but registers on the Portal to become a User and access the Reports (being the free materials and sample Reports) by completing the registration page on the Portal agreeing to use the Portal in accordance with these Registration Terms;

“Reports”

means all  reports administered by CONTEXT which contain information collated by CONTEXT or made available by CONTEXT and are available to Users through the Portal;

"Services"

means the provision of the Portal by CONTEXT to the User in accordance with these Registration Terms;

“User”

means a User who is either an Internal User, a Customer, Partner or a Registered User of the Portal.

1.1           Headings do not affect the interpretation of these Registration Terms.

1.2           Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular, and a reference to one gender shall include a reference to the other genders.

2              Application Of REGISTRATION TERMS

2.1           These Registration Terms:

2.1.1       apply to and are incorporated into the contract between CONTEXT and the User relating to the access and use of the Portal; and

2.1.2       prevail over any inconsistent terms or conditions contained in, or referred to by the User, or implied by law, trade custom, practice or course of dealing.

3              How the contract is formed

3.1           Internal Users will be registered automatically and the Portal will issue an automated password to individual Internal Users.

3.2           Partners who are Users will be automatically registered when they are granted access to the Portal by CONTEXT, through CONTEXT issuing an automated password to Users who are Partners.

3.3           User’s who are not Internal Users, Customers or Partners must register through the Portal in order to become a Registered User.  A request to register for use of the Portal is completed by way of entering details on the registration page of the Portal and submitting this via the Portal, which constitutes an offer by the proposed Registered User to be a Registered User of the Portal in accordance with these Registration Terms.  A Registered User shall become a Registered User to the Portal in accordance with these Registration Terms (subject to Clause 3.5) only once CONTEXT has confirmed password login details for the Portal to a Registered User following submission of the registration page to the Portal in accordance with this Clause 3.3. 

3.4           By accessing the Portal, the User (whether a Registered User, Internal User or User who is a Partner) warrants that it has the right, authority and capacity to enter into and be bound by these Registration Terms.

3.5           CONTEXT reserves the right to refuse any applications for registration in its own discretion. The User will be provided with password details and the User agrees to keep such login details secure and not to disclose the log in details to any other third party.  The User shall be able to access the Portal using the login details from the day on which it receives the email notification from CONTEXT with their login details for the duration of access as per these Registration Terms (“Terms”).

4              USE OF THE PORTAL

4.1           CONTEXT reserves the right to monitor a User’s use of the Portal generally and to terminate a User’s access to the Portal if a User has used the Portal for unsuitable or inappropriate purposes or has behaved in an unsuitable manner or in disregard to these Registration Terms, at CONTEXT’s own discretion.

4.2           Arrangements between CONTEXT and Customers are separate to these Registration Terms and the Customer shall be required to comply with these Registration Terms in addition to any other terms and conditions in place between CONTEXT and the Customer.

4.3           CONTEXT is not responsible for any dissatisfaction of the User with the use of the Portal, or in respect of any use of the Reports (or Customer Reports) or conclusions drawn therefrom by the User.

4.4           The User must notify CONTEXT immediately of any apparent breach of security such as misuse or unauthorised disclosure or use of their username or password.

4.5           The User will not breach any applicable law, regulation or code of conduct in connection with the Portal and agrees to abide by relevant laws and regulations in relation to its use of the Portal.  This includes, but is not limited to, obeyance of the laws of decency and privacy, as well as laws relating to defamation, libel or slander and non-infringement of any third party Intellectual Property Rights or other proprietary rights of any nature. The User also warrants that the information it provides about itself on the Portal is accurate and not false or fraudulent in any way.

4.6           The User will not use the Portal for junk mail, spam, pyramid or any fraudulent schemes, nor do anything that would disrupt the services of the Portal, including the introduction of worms, viruses, software bombs or mass mailings and shall abide by the terms of use of the Portal set out in these Registration Terms.

4.7           The User will not use the Portal for any other purposes than those set out in these Registration Terms or any document or policy referred to herein or on the Portal.

4.8           The User agrees to comply with any guidelines or requirements on the Portal as well as any reasonable request or instructions from CONTEXT in connection with the Portal which may be notified to the User from time to time.

4.9           The User agrees to notify CONTEXT immediately in writing of any inappropriate behaviour the User discovers in connection with the Portal or as a result of using the Portal, for CONTEXT to take such action as it considers appropriate in its absolute discretion.

4.10        CONTEXT is not liable in any way for any misuse or misrepresentation of information uploaded onto the Portal by other Users or third parties.

4.11        CONTEXT reserves the right to refuse or suspend the User’s access to the Portal for any reason in accordance with these Registration Terms.

4.12        The Services provided by CONTEXT under this contract will consist of access to the Reports to Registered Users and Customer/Partner Reports to Customers/Partners,

4.13        Once the User is given access to the Portal in accordance with Clause 3, it shall be entitled to do the following for the Term (subject to these Registration Terms):

4.13.1           access and view the Reports (or Customer Reports), as per Clause 4.12 on the Portal; and

4.13.2           use the Reports (or Customer Reports, as applicable) for their internal business purposes and not to disclose the Reports (or Customer Reports) to any other third party or commercialise in any way.  For the avoidance of doubt, the Reports (or Customer Reports, as applicable) can be distributed by the User across its group of companies only, who shall be subject to the same restrictions on use as set out in the Registration Terms.  The User shall have full responsibility for the acts or omissions of its group of companies in respect of use of the Reports (or Customer Reports, as applicable).

4.14        The User acknowledges that CONTEXT uses software and other technical processes in the provision of the Services and the Portal and CONTEXT reserves the right to change processes and software used in the provision of the Services and the Portal to ensure that the Services and the Portal are kept up to date and in line with current and changing technologies.

4.15        The standards for conducting any communications through the Portal are set out in this Clause 4.15 and apply to each communication issued by the User, as well as any trails of communications by the User.  The communications standards must be complied with in spirit as well as to the letter.  CONTEXT will determine, in its absolute discretion, whether communications breach the communications standards.  To comply with the communications standards, communications must:

4.15.1     be accurate (where it states facts);

4.15.2     be genuinely held (where it states opinion);

4.15.3     comply with the law applicable in England and Wales and in any country from which it is posted; and

4.15.4     be relevant.

To comply with the communications standards, communications must not:

4.15.5           be defamatory of any person;

4.15.6           be obscene, offensive, hateful or inflammatory;

4.15.7           promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

4.15.8           disclose the name, address, telephone, mobile or fax number, email address or any other personal data in respect of any individual;

4.15.9           infringe any copyright, database right, trade mark or other Intellectual Property Rights of any other person;

4.15.10        breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

4.15.11        be in contempt of court;

4.15.12        be likely to harass, upset, embarrass, alarm or annoy any other person;

4.15.13        use profane language;

4.15.14        post any files or materials which contain viruses or other harmful compute code;

4.15.15        ‘spam’ through the Portal;

4.15.16        impersonate any person, or misrepresent your identity or affiliation with any person;

4.15.17        give the impression that the communications emanate from CONTEXT or any other third party if this is not the case;

4.15.18        advocate, promote, incite any third party to commit, or assist any unlawful or criminal act;

4.15.19        contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or

4.15.20        contain any advertising or promote any services or web links to other Portals.

4.16        By submitting communications through the Portal in any other way, the User agrees to grant to CONTEXT a non-exclusive licence to freely use and/or distribute the material contained in the communications to the intended recipient Supplier.  By submitting a communication through the Portal, the User warrants that it has the right to grant to CONTEXT the non-exclusive licence described above.  If the User is not in a position to grant such a licence to CONTEXT, it must not submit such a communication through the Portal. 

4.17        When CONTEXT considers that a breach of the communications standards has occurred, it may at its entire discretion take such action as it deems appropriate.  Failure to comply with the communications standards constitutes a material breach of these Registration Terms and may result in CONTEXT taking all or any of the following actions:

4.17.1           immediate, temporary or permanent withdrawal of the User’s right to send and/or receive communications through the Portal;

4.17.2           issue a warning to the User;

4.17.3           take legal proceedings against the User for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

4.17.4           further legal action against the User as deemed appropriate by CONTEXT, in its entire discretion; and/or

4.17.5           disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

CONTEXT excludes its liability for all action it may take in response to a breach of the communications standards or in relation to the User’s use of the Portal.  The actions set out in this Clause 4.17 are not limited and CONTEXT may take any other action it reasonably deems appropriate.

5      CONTEXT’S Obligations

5.1           CONTEXT shall provide the Services to the User in accordance with these Registration Terms.

5.2           CONTEXT shall use reasonable endeavours to provide the Services in accordance with these Registration Terms and with all reasonable care and skill.

5.3           CONTEXT shall be entitled to amend, suspend and/or withdraw the Services operated through the Portal at any time and shall provide notice to the User of any such amendment, suspension and/or withdrawal as soon as reasonably practicable.  For the avoidance of doubt, any amendment, suspension and/or withdrawal of the Services operated through the Portal shall not entitle the User to any monetary or other form of compensation.

5.4           If CONTEXT’s performance of its obligations under these Registration Terms is prevented or delayed by any act or omission of the User, or the User’s agents, sub-contractors or employees, CONTEXT shall not be liable in respect of any direct or indirect losses howsoever caused.

6      USER’S Obligations

6.1           The User:

6.1.1       shall co-operate with CONTEXT in all matters relating to the Services;

6.1.2       shall supply all relevant information to CONTEXT in order for CONTEXT to provide the Services;

6.1.3       shall be responsible (at its own cost) for all access requirements to a computer, the Internet and all other connections required for the User to receive the Services;

6.1.4       shall indemnify CONTEXT against any losses, claims, costs, expenses, damages and fees (including legal fees) without limitation arising due to the User’s use of the Portal; and

6.1.5       warrants that the User is legally capable of entering into this contract and to use the Portal in accordance with the Registration Terms.

6.2          CONTEXT does not tolerate practices of corruption or bribery from any persons that it contracts with, including (without limitation) the User and/or customers/users of the Portal.  The Portal operated by CONTEXT is operated in accordance with the principles of anti-corruption and anti-bribery (“the Principles”) and anyone using the Portal (including the User) agrees to only use the Portal and contract with CONTEXT in accordance with these Registration Terms and shall not use the Portal or act in any way that is in contravention of the Principles.  If CONTEXT discovers that the User has acted in contravention of the Principles in any way, then CONTEXT has the right to restrict access and/or terminate use of the Portal and/or this contract and take any further action as CONTEXT may decide, in its entire discretion.

7      Intellectual Property Rights

7.1           All Intellectual Property Rights and all other rights in the Portal (including, but not limited to, the software and any trade marks, graphics, images, text and content of the Portal, Reports (and Customer Reports) and the Services) shall be owned by or licensed to CONTEXT.

7.2           The User acknowledges that no rights or licences are granted to the User in respect of any Intellectual Property Rights under the contract (including the Reports, or Customer Reports (respectively)), unless specified in these Registration Terms.

8      Confidentiality

8.1           The User shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature, and any Intellectual Property Rights, that have been disclosed to the User by CONTEXT or its agents, or discovered by the User and any other confidential information concerning CONTEXT’s business or Services which the User may obtain. The User shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the User’s obligations to CONTEXT, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the User.

8.2           This Clause 8 shall survive termination of the contract, however arising.

9      DATA PROTECTION AND COMMUNICATION

9.1           The User warrants that it is authorised to transfer any personal data (as defined under the Data Protection Act 1998 (“DPA”)) that is submits through the Portal or by any other means.  The User shall comply with its obligations under the DPA and shall indemnify CONTEXT in respect of any losses, costs, expenses, fines and/or other liabilities suffered by CONTEXT in respect of any breach by the User of its obligations under the DPA.

9.2           CONTEXT shall be entitled to contact all Users of the Portal and communicate with Users through the Portal or by other means.

9.3           CONTEXT agrees to only process personal data that it receives from the User in accordance with these Registration Terms and for the purposes of administering the User’s access information to the Portal.

10            Limitation Of Liability

10.1        The following provisions set out the entire financial liability of CONTEXT (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the User in respect of:

10.1.1           any breach of the contract;

10.1.2           any use made by the User of the Services or any part of them; and

10.1.3           any representation, statement or tortious act or omission (including negligence) arising under or in connection with the contract.

10.2        All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.

10.3        Nothing in these Registration Terms excludes or limits the liability of either party:

10.3.1           for death or personal injury caused by that party’s negligence; or

10.3.2           for fraud or fraudulent misrepresentation.

10.4        Subject to Clause 10.2 and Clause 10.3:

10.4.1           CONTEXT shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for:

10.4.1.1        loss of profits; or

10.4.1.2        loss of business; or

10.4.1.3        depletion of goodwill or similar losses; or

10.4.1.4        loss of anticipated savings; or

10.4.1.5        loss of goods; or

10.4.1.6        loss of contract; or

10.4.1.7        loss of use; or

10.4.1.8        loss or corruption of data, information and/or content (including communications) on the Portal; or

10.4.1.9        any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or

10.4.1.10      any dissatisfaction in connection with the Portal and/or the Services.

10.4.2     CONTEXT’s total 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 the contract shall be limited to the sum of £100 in aggregate for any one claim or series of claims.

11            Termination

11.1        The contract between the parties shall commence on the date the User receives confirmation of its registration and password in accordance with Clause 3 and shall continue unless terminated by in accordance with this Clause 11 or the other provisions of these Registration Terms.

11.2        Either party may terminate this contract on no less than one (1) months written notice to the other at any time during the Term.

11.3        Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the contract immediately without liability to the other if:

11.3.1           the other party commits a material breach of the contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; or

11.3.2           an order is made or a resolution is passed for the winding up of the other party; an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or

11.3.3           the other party ceases, or threatens to cease, to trade; or

11.3.4           the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

11.4        Termination of the contract, however arising:

11.4.1           shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination;

11.4.2           any rights or licences granted under these Registration Terms shall cease at the point of termination as determined in accordance with these Registration Terms, including (but not limited to) the User’s right to access to the Portal, including the Reports (or the Customer Reports, respectively);

11.4.3           the User shall return to CONTEXT any confidential information relating to CONTEXT, and all copies thereof (in whatever format), securely delete and such confidential information from its electronic systems and certify to CONTEXT that this has been done.

12            Force Majeure

CONTEXT shall have no liability to the User under the contract if it is prevented from, or delayed in, performing its obligations under the contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of CONTEXT or any other party), failure of a utility service or transport 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, storm or default of CONTEXT or sub-contractors.

13            USE OF ANALYTICS

13.1        CONTEXT may collect and process the following data about Users:

13.1.1           Information that Users provide by registering through the Portal;

13.1.2           If a User contact CONTEXT, it may keep a record of that correspondence;

13.1.3           Details of Users’ visits to the Portal (including, but not limited to traffic data, location data, weblogs and other communication data) and the resources that you access; and

13.1.4           Using an analytics tool to see how Users visited and accessed the Portal.

13.2        CONTEXT may collect information about a User’s computer, including (where available) a User’s IP address, operating system and browser type, for system administration and to report aggregate information to the business.  This is statistical data about our Users’ browsing actions and patterns, and does not identify any individual.

13.3        The Portal uses cookies to provide Users with a good experience when browsing the Portal and also allows CONTEXT to improve the Portal.

13.4        The data that CONTEXT collects about Users may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”).  It may also be processed by staff operating outside the EEA who work for CONTEXT or for one of their suppliers.  Such staff may be engaged in, among other things, the fulfilment of the Services and the provision of support services.  By submitting personal data, a User agrees to this transfer, storing or processing.  CONTEXT will take all steps reasonably necessary to ensure that User’s data is treated securely and in accordance with this Clause 13.4.  Although CONTEXT will do its best to protect User’s personal data, it cannot guarantee the security of User’s data transmitted to the Portal; any transmission is at a User’s own risk.  Once CONTEXT has received a User’s information, it will use strict procedures and security features to try to prevent unauthorised access.

13.5        CONTEXT will use information held about Users to ensure that the Portal is presented in the most effective manner for Users and provide the Services.

14            GENERAL

14.1        This contract, together with any documents, policies or other terms referred to in it, constitutes the whole agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

14.2        Any waiver of this contract shall not be binding on the parties unless set out in writing.  

14.3        CONTEXT has the right to revise and amend these Registration Terms from time to time to reflect changes in market conditions affecting its business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements, changes in its system’s capabilities or obligations to other third parties, or for any other reason.  The User will be subject to the policies and Registration Terms in force at the time that the User enters into a contract with CONTEXT (or any renewal of registration with CONTEXT under these Registration Terms in accordance with its terms), unless any change to those policies or these Registration Terms is required to be made by law or government authority (in which case it will apply to the User’s Registration as from the date of such change), or if CONTEXT notifies the User of the change to those policies or these Registration Terms before the User subscribes or renews its Registration with CONTEXT through the Portal (in which case CONTEXT has the right to assume that the User has accepted the change to the Registration Terms, unless the User notifies CONTEXT to the contrary within seven (7) working days of registration or renewal).

14.4        If any provision of this contract is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this contract in that jurisdiction shall not be affected and the legality, validity and enforceability of the whole of this contract shall not be affected in any other jurisdiction.

14.5        No term of this contract shall be enforceable under the contracts (Rights of Third Parties) Act 1999 by a third party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

14.6        No failure to exercise, nor any delay in the exercise, by either party to this contract of any right, power, privilege or remedy under this contract shall impair, or operate as a waiver of, such right, power, privilege or remedy.

14.7        Nothing in this contract shall constitute, or be deemed to constitute, a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party as the agent of any other party for any purpose.

14.8        This contract shall be governed by, and construed in accordance with, English law and each of the parties irrevocably submits to the exclusive jurisdiction of the English courts.