Terms & Conditions

• EMAP Website Terms & Conditions
• WGSN Terms & Conditions (before 1 Jan 2009)
• WGSN Terms & Conditions (after 1 Jan 2009)
• WGSN Terms & Conditions (July 2009)
• WGSN Terms & Conditions (Aug 2009) - China
• WGSN Terms & Conditions (Aug 2009) - France
• WGSN Terms & Conditions (Aug 2009) - Germany
• WGSN Terms & Conditions (Aug 2009) - Italy
• WGSN Terms & Conditions (Aug 2009) - Japan
• WGSN Terms & Conditions (Aug 2009) - Mexico
• WGSN Terms & Conditions (Aug 2009) - Portugal
• WGSN Terms & Conditions (Aug 2009) - Russia
• WGSN Terms & Conditions (Aug 2009) - Spain
• WGSN Terms & Conditions (Aug 2009) - Turkey
• WGSN Terms & Conditions (Aug 2009) - UK
• WGSN Terms & Conditions (Aug 2009) - US
• WGSN EDU Terms & Conditions (Sept 2009)

EMAP Website Terms & Conditions

• 1. Introduction

  • 1.1 This website ("the Website") is operated by Emap Limited, Company Number 537204 (England) and whose registered address is at Greater London House, Hampstead Road, London W1 7EJ ("Emap").
  • 1.2 Please read these Terms & Conditions carefully before using the Website. By accessing any part of the Website, you shall be deemed to have accepted these Terms & Conditions in full, regardless of whether or not you choose to register as a member on the Website. If you do not accept these Terms & Conditions, you must leave the Website immediately.
  • 1.3 Emap may revise these Terms & Conditions at any time by posting an update on the Website. Your continued use of the Website after any such change constitutes your acceptance of the new Terms & Conditions and they shall be binding on you. You should therefore check the Website from time to time to review the then current Terms & Conditions. These Terms & Conditions were last updated in January 2009.

• 2. Disclaimer

  • 2.1 Whilst Emap endeavours to ensure that the Website is normally available 24 hours a day, it shall not be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for any other reasonable cause.
  • 2.2 You acknowledge that whilst Emap endeavours to ensure that information on the Website and any related material provided to you by Emap, whether by email or otherwise ("the Emap Materials")) is accurate and complete, it is provided only for general information, is not intended to address your particular requirements and does not constitute any form of advice or recommendation by Emap. You acknowledge that the Emap Materials should not be relied upon by you in making (or refraining from making) any specific investment or other business or personal decisions and acknowledge that professional advice should be obtained before making any such decision. Finally, you acknowledge that some of the content may be supplied by third parties and the accuracy and completeness of it will not have been checked by Emap.
  • 2.3 Emap will use reasonable endeavours to ensure that the Website and the Emap Materials do not contain or promulgate any viruses or other malicious code. However, it is recommended that you should virus check all such materials and regularly check for the presence of viruses and other malicious code.

• 3. Use of Website Content

  • 3.1 All intellectual property rights in the Emap Materials are reserved by Emap or its licensors or users (as applicable).
  • 3.2 You agree that in using the Emap Materials you shall (except where otherwise agreed in writing with Emap):
  • (a) use them only in accordance with the following permitted uses:
    • (i) viewing them on a computer screen and printing not more than one copy of them (and not further copying them);
    • (ii) where and to the extent (only) that permission to download and store them is specifically granted in the relevant Emap Materials (if at all), downloading and storing the content on the hard disk of your computer or portable media but not making any further transfer or copy of it; and
    • (iii) making only such other use (if any) of them as may be specifically authorised in the Emap Materials.
    For the avoidance of doubt, you agree not to distribute, reproduce, modify, store, transfer or in any other way use any of the Emap Materials (including as part of any database, library, news, information, archive, website or similar service) other than as set out above.
  • (b) not create a database (electronic or otherwise) that includes any Emap Materials;
  • (c) not disseminate advertisements on the Website or use the Emap Materials for any other commercial purposes (which would include using them to promote or encourage the sale of your goods/services);
  • (d) not transmit or re-circulate any Emap Materials to any third party (unless specifically authorised to do so by Emap);
  • (e) not remove the copyright or trade mark notice(s) from the Emap Materials;
  • (f) not disseminate any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  • (g) not disseminate any material which is or may infringe the rights (including intellectual property rights) of any third party or be unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy, which may cause annoyance or inconvenience or may restrict or inhibit the use of the Website by any person or which constitutes or encourages conduct that may be considered a criminal offence or give rise to civil liability in any country in the world;
  • (h) not disseminate any material which does or may bring Emap or any of its brands or subsidiaries into dispute or in any way damage their reputation;
  • (i) not disseminate any material that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data; and
  • (j) not post link(s) that take users to material that contravenes any of the above restrictions.
  • 3.3 Additional terms may apply to:
    • (a) any purchases you make through the Website;
    • (b) registration to the Website and/or any other email alert or other related services; and
    • (c) any promotion, competition or draw appearing on the Website.

• 4. Use of Software

  • Copyright in any software that is made available for download from the Website and/or the Emap Materials belongs to Emap or its suppliers. Your use of the software is governed by the terms of any licence agreement that may accompany or be included with it. Do not install or use any software unless you agree to such licence agreement.

• 5. User Generated Content

  • 5.1 The pages of the Website where you are capable of posting content are provided for your private, non-commercial exchange of lawful, relevant, fair and appropriate information, opinions and comment. Use of the Website that is inconsistent with those stated purposes is strictly prohibited. By submitting any content to the Website, you:
    • (a) grant Emap the right to use such content and all material embodied therein for any purposes including, without limitation, to edit, copy, reproduce, translate, disclose, post and/or remove such content from the Website and hereby waive all of the moral rights that you have under Chapter IV of the Copyright, Design and Patents Act 1988 in respect of any material you post to the Website;
    • (b) warrant to Emap that all such content complies with the provisions of Clause 3.2; and
    • (c) acknowledge that Emap may require you to confirm the above rights and warranties and agree to do so within 7 days of any request from Emap.
  • 5.2 Emap reserves the right (but not the obligation) at its sole discretion to refuse or remove any content that is posted to, or available on, the Website without the need to give any reasons for doing so. However, Emap will not review the materials that you or anyone else makes to the Website and therefore, unless we are specifically notified of the nature of any item of content, you cannot assume that Emap is aware of it. If you object to the publication of any material placed on the Website please contact Emap using the Web Editor contact details shown on the "Contact Us" section of the Website and we will take whatever action we deem appropriate.
  • 5.3 Emap accepts no responsibility for any statements, material or other submissions placed on the Website by users.

• 6. Links to and from other websites

  • 6.1 Links on the Website to third party websites are provided solely for your convenience. If you use these links, you leave the Website. Emap has not reviewed these third party websites and does not control and is not responsible for these websites or their content or availability. Emap therefore does not endorse or make any representations about them, or any material found on them, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.
  • 6.2 You may link to the home page of the Website but strictly only on the basis that you do not replicate the home page of the Website, and subject to the following conditions:
    • (a) you do not create a frame or any other browser or border environment around the Website;
    • (b) you do not in any way imply any endorsement by Emap other than with its written consent or misrepresent your relationship with Emap;
    • (c) you do not use any logos or trade marks displayed on the Website without the express written permission of Emap;
    • (d) you do not link from a website that is not owned by you; and
    • (e) your website does not contain content that is distasteful, offensive or controversial, that infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
  • 6.3 You may link to other pages of the Website only with the prior written consent of Emap and subject always to the obligations set out in Clause 6.2. If you wish to do so, please contact Emap using the Web Editor contact details shown on the "Contact Us" section of the Website.

• 7. Registration

  • 7.1 To access certain parts of the Website, Emap may require you to register and provide certain information about yourself. Such registration shall be subject to specific terms of registration. When you register you also agree to:
    • (a) provide true, accurate, current and complete information about yourself as prompted by the relevant registration form (such information being the "Registration Data"); and
    • (b) contact the Web Editor shown on the "Contact Us" section of the Website in the event that you wish to update your Registration Data.
  • 7.2 Where you register on the Website, you will be allocated a user name and password. These account details must be used solely by you; sharing your user name and password with any other person or making it available to multiple users on a network is strictly prohibited. Accordingly, you agree to:
    • (a) maintain the security of your user name and password and be fully responsible for all use of the Website made using your user name and password;
    • (b) immediately notify Emap if you become aware of any unauthorised use of your user name and password or any other breach of security by sending an appropriately worded email to security@emap.com; and
    • (c) ensure that you exit from your website account at the end of each session.
    Emap cannot and will not be liable for any losses, damages or costs arising from your failure to comply with these requirements.

• 8. Trade Marks

  • All Emap trade marks (whether registered or unregistered) and graphics, logos, designs, page headers and button icons are the intellectual property rights of Emap and neither they nor any confusingly similar versions may be used by you including (but not limited to) as part of any trade marks and/or domain names without the prior written consent of Emap other than for the purpose of referring to Emap and its associated brands lawfully and in good faith (only).

• 9. Suspension of access to the Website and User Indemnities

  • 9.1 If, for any reason, Emap believes that you have not complied with any of these Terms & Conditions it may, at its sole discretion, cancel your access to the registration sections of the Website immediately and without giving you any advance notice.
  • 9.2 Without prejudice to the provisions of Clause 9.1, you agree to compensate Emap in respect of any claims, losses, expenses and/or liabilities (including legal fees) which arise from your use of the Website and/or the Emap Materials (or by a third party using your user name and password) including in particular (but not limited to) any statements, contributions or other content posted on the Website or any breach of Clause 3.2.

• 10. Limitation of Emap's Liability

  • 10.1 Emap will not be liable to you for any loss or damage caused by Emap or its employees or sub-contractors in circumstances where:
    • (a) there is no breach of a legal duty of care owed to you by Emap (or its employees or sub-contractors); or
    • (b) such loss or damage is not a reasonably foreseeable result of any such breach; or
    • (c) in respect of any increase in the loss or damage resulting from your actions.
  • 10.2 Without prejudice to Clause 10.1 but subject to Clause 10.3, any liability of Emap arising in respect of your use of the Website and/or the Emap Materials (whether in tort, contract or otherwise) shall be limited in aggregate to five hundred pounds sterling (£500) per event unless otherwise agreed in writing between us.
  • 10.3 Nothing in these Terms & Conditions shall exclude or limit Emap's liability for:
    • (a) death or personal injury caused by the negligence of Emap and/or its employees negligence; or
    • (b) fraudulent misrepresentation by Emap and/or its employees.

• 11. Privacy Policy

  • The provision of personal information by you and use of it by Emap is subject to Emap's Privacy Policy available as a link to this Website.

• 12. Promotion Rules

  • 12.1 The rules in this Clause 12 together with any specific rules (the "Additional Rules") provided by Emap in relation to a specific promotion (together the "Rules") apply to all prize promotions operated by Emap on the Website, including free draws and prize competitions (each a "Promotion"). By entering a Promotion you agree to be bound by the Rules and to use of your personal information in accordance with Emap's Privacy Policy available as a link to this Website.
  • 12.2 All entrants to a Promotion must be at least 16 years of age at the date of entry and comply with any further age and/or other eligibility requirements set out in the Rules (eg in relation to residency and (where the prize includes travel outside the United Kingdom and/or car hire) holding a valid passport, visa and/or driver's licence).. Proof of age may be required before a prize-winner can claim a prize. The eligibility of any entrant is at the sole discretion of Emap. Employees and agents of Emap and its associated companies (including the families of such employees and agents) are not eligible to enter Promotions. Only one entry per person and per household is permitted.
  • 12.3 All entries must be made in accordance with the Rules and must be received by Emap by the closing date. Entries made otherwise shall be invalid. Emap accepts no responsibility or liability for any lost, damaged or incomplete entries and all such entries will be deemed invalid. Proof of despatch shall not be proof of entry.
  • 12.4 Unless otherwise stated in the Additional Rules, all Promotions can be entered by sending an appropriately worded e-mail to the e-mail address specified in the Promotion. Any such e-mail must include your contact details and comply with any instructions set out in the Additional Rules (for example, to identify which Promotion is being entered). Each Promotion must be entered by a separate e-mail. Alternative means of entering a Promotion (if any) will be set out in the Additional Rules and where there are alternative means of entering a Promotion no distinction shall be made between entries between different routes of entry.
  • 12.5 Unless the Additional Rules specify otherwise, entries shall not be returned to entrants.
  • 12.6 Emap reserves the right at its sole discretion to (without prior notice):
    • (a) cancel the Promotion; and/or
    • (b) substitute the prize(s) for another prize of equal value.
  • 12.7 Prize-winners will (unless specified otherwise in the Additional Rules) be chosen at random by an independent judge from all qualifying entries. In all matters, the decision of the judge(s) shall be final and no correspondence or discussion shall be entered into.
  • 12.8 Prizes are non-transferable, non-negotiable and no cash alternatives will be offered.
  • 12.9 Prize-winners will be notified in writing within 6 weeks of the applicable closing date. If a prize-winner fails to respond to claim his/her prize within 14 days of receipt of the notification, Emap shall be entitled to select an alternative prize-winner. In such circumstances Emap shall use reasonable endeavours to notify the alternative prize-winner within nine weeks of the closing date.
  • 12.10 Prize-winners will receive their prize within 6 weeks of notification unless otherwise specified in the Additional Rules. The terms and conditions of any third party supplier may apply and must be accepted and complied with by a prize-winner to accept the prize.
  • 12.11 Emap will not be liable if a prize does not reach a prize-winner for any reason outside the control of Emap or if a prize is damaged during delivery.
  • 12.12 Details of the names of prize-winners can be requested by writing to The Data Security and Compliance Manager, Emap Limited, Greater London House, Hampstead Road, London NW1 7EJ, specifying the relevant Promotion, provided that such request is received by Emap within ten weeks of the applicable closing date.
  • 12.13 By entering the Promotion, the prize-winner(s) agree to take part in any promotional activity requested by Emap and consent to his/her name, county and photograph being published for the purposes of the Promotion and promoting the Website and/or Emap and its businesses.
  • 12.14 Where relevant, all taxes, insurances, transfers, spending money and other expenses (including meals or personal expenses upgrades etc) are, unless otherwise specifically stated, the sole responsibility of the prize-winner.
  • 12.15 Other than for death or personal injury arising from the negligence of Emap, Emap hereby excludes (so far as is permitted by law) all liability for any loss, damage, cost and expense, whether direct or indirect, howsoever caused in connection with the Promotion or any aspect of the prize.

• 13. General

  • 13.1 In the event that any provision of these Terms & Conditions is held to be invalid or unenforceable, the remainder of these Terms & Conditions shall remain valid and enforceable.
  • 13.2 These Terms & Conditions shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.

WGSN Terms & Conditions (before 1 Jan 2009)

• 1. Introduction and Acceptance of Terms

  • 1.1 The WGSN website ("the Site") is operated by Worth Global Style Network Limited (REGISTERED IN ENGLAND: NO. 4858491, REGISTERED ADDRESS: GREATER LONDON HOUSE, HAMPSTEAD ROAD, NW1 7EJ), ("WGSN").
  • 1.2 Use of the Site is permitted by WGSN on the following Terms & Conditions, which are incorporated in Subscriber Orders and which Users are deemed to accept upon completion of the registration page of the Site.
  • 1.3 WGSN shall be entitled to vary these Terms & Conditions from time to time, with variations becoming effective immediately upon the posting of them on the Site. Please check this page periodically to ensure that you remain informed of your rights and obligations under them – by logging on to the Site you shall be deemed to have accepted all variations to these Terms & Conditions. If you have any questions, please contact helpdesk@wgsn.com. These Terms & Conditions were last revised on 1st October 2007.
  • 1.4 Where these Terms & Conditions have been translated into a language other than English and there is any inconsistency between the interpretation of the English version and the translated version, the meaning under the English version shall prevail.

• 2. Subscriber and User Definitions

  • 2.1 In these Terms & Conditions, the term "Subscriber" refers to the organisation, firm, company or individual who places an order for access to the Site ("Order") by its nominated user(s) (who must be the Subscriber or employees of the Subscriber) for the periods and at the fees set out in its Order and the term "User(s)" refers to the individual(s) so nominated by the Subscriber in its Order (or subsequently added to the list of nominated individuals with the agreement of WGSN).
  • 2.2 In certain circumstances (for example a trial of the Site), WGSN may agree with an organisation, firm, company or individual to grant access to the Site (or to limited sections of it) by its nominated users without charge. Please note that for the purposes of these Terms & Conditions, the organisation, firm, company or individual who enters into such agreement with WGSN shall be included within the definition of "Subscriber", their nominated individual(s) shall be included within the definition of "User(s)" and that all of the provisions of these Terms & Conditions shall apply equally to them except that no Administration Charge or Subscription Fees shall be payable in respect of that trial period.
  • 2.3 The Subscriber and the User(s) are referred to collectively in these Terms & Conditions as "you".

• 3. Licence

  • 3.1 In consideration of the Subscriber paying the Administration Charge and Subscription Fees, if any, and the Subscriber and its User(s) fulfilling all their obligations under these Terms & Conditions, WGSN grants to the User(s), a non-exclusive non-transferable limited licence to access and utilise the Site in accordance with these Terms & Conditions.
  • 3.2 The licence shall (subject to suspension and/or early termination in accordance with these Terms & Conditions) continue for the period set out in the Order ("the Licence Period"), and continue thereafter for further renewal licence periods of [one year] (each a "Renewal Period") unless earlier terminated in accordance with these Terms & Conditions.

• 4. Registration and User ID

  • 4.1 WGSN shall assign to the Subscriber (or, at WGSN's discretion, allow the Subscriber to select) usernames and passwords (collectively "ID") for each of the User(s) to use to access the Site. (Please note that WGSN reserves the right to change the ID from time to time, including at the start of Renewal Periods, in which circumstances it will notify the affected User(s) of the new details.)
  • 4.2 Any additional User(s) appointed by the Subscriber with WGSN's consent shall be assigned (or shall select, again at WGSN's discretion) its own ID for access to the Site. WGSN reserves the right to vary the Subscription Fees where additional User(s) are appointed by the Subscriber.
  • 4.3 ID is strictly to be used by the User to which it was assigned only and shall not be used by any other individuals (including others within the same organisation). Failure to comply with this requirement shall constitute a breach of these Terms & Conditions and entitle WGSN to suspend access to the Site. The Subscriber together with its User(s) is responsible for all access to the Site made with its ID, including misuse by a third party and you each undertake to take all reasonable steps to protect the confidentiality of the ID and to notify WGSN immediately (by emailing helpdesk@wgsn.com) if you believe there has been any breach of security or unauthorised use of the ID.
  • 4.4 The Subscriber and the User each warrant that the information provided in the Order/at registration (as applicable) is accurate and complete and undertake to notify WGSN immediately of any changes to that information by emailing helpdesk@wgsn.com. Please note that WGSN reserves the right to suspend use of the Site where accurate and complete details are not provided and maintained by you.

• 5. Subscriber Obligations and Liability

  • 5.1 User Compliance with these Terms & Conditions

    The Subscriber hereby undertakes to procure that all use of the Site by its User(s) will be made in accordance with these Terms & Conditions.

  • 5.2 Payment Obligations

    The Subscriber shall pay to WGSN:

    • 5.2.1
      • (a)the administration charge payable at the start of the subscription and each Renewal Period as set out in the Order and as the same may be varied by WGSN from year to year by giving notice to the Subscriber at least forty (40) days prior to the expiry of the Licence Period or any Renewal Period ("the Administration Charge"). This charge is payable by all Subscribers for whom Subscription Fees are payable under Clause 5.2.1(b) irrespective of the level of the Subscription Fees; the charge covers the set up costs for subscription management, database management and support services at the start of the subscription and each renewal period;
      • (b)the non-refundable annual subscription fees (if any) for access to the Site by its User(s), as set out in the Order and as the same may be varied by WGSN (i) on appointment of additional User(s) and (ii) from year to year by giving notice to the Subscriber at least forty (40) days prior to the anniversary of the commencement of the Licence Period), ("the Subscription Fees"); and
      • (c)any other charges arising out of use of the Site by its User(s) (or any other individual using its User(s)'s ID) from time to time including charges for any Additional Services Content.
    • 5.2.2 Please note that the Administration Charge, Subscription Fees and all other charges payable under these Terms & Conditions are exclusive of VAT (and any other applicable taxes), which shall be payable in addition by the Subscriber and that the Subscriber/User(s) are solely responsible for all internet and telecommunications service charges etc incurred in use of the Site.
    • 5.2.3 WGSN will invoice the Subscriber annually in advance in respect of the Subscription Fees and (when applicable) the Administration Charge at the address submitted on the Order (or such other address as is notified to WGSN in writing by the Subscriber in accordance with Clause 17.1). Invoices for other charges shall be submitted to the Subscriber from time to time as they arise.
    • 5.2.4 All invoices are due and payable upon receipt by the Subscriber. Accounts not paid by the earlier of the start date of the Licence Period/Renewal Period (as applicable) or within fourteen (14) days of the date of invoice ("the Payment Date") shall be deemed overdue and WGSN reserves the right to: (i) charge interest on such sums on a day to day basis from the Payment Date to the date of actual payment (both dates inclusive) at the rate of four per cent (4%) per annum above the base rate from time to time of Barclays Bank plc, such interest payable on demand; and (ii) withhold/suspend access to the Site by the User(s) following expiry of any fully-paid Licence Period/Renewal Period while any such invoices are outstanding. The Subscriber shall also be liable for all costs of WGSN incurred in collecting overdue sums including, without limitation, legal fees.

• 6. Use of Site Content

  • 6.1 All intellectual property rights in the Site and in all material published on it (the "Content") are reserved by WGSN and no such rights whatsoever are assigned to you under these Terms & Conditions.
  • 6.2 As a User you may in good faith and to the extent that the use of the Content is reasonable and the Content is owned by WGSN:
    • (a)download and display any page(s) from the Site on a computer screen;
    • (b)download and store the Content in your WGSN Scrapbook;
    • (c)where a page of the Site specifically states that specific Content may be downloaded, download and store it on the hard disk of your computer (but only use it to the extent so specified and not transfer or further copy it);
    • (d)where a page of the Site states that specific Content may be downloaded on to a portable media player (such as an iPod), download that Content to the hard disk of your computer once only and upload it on to one portable media player only (and only to the extent so specified; you shall not be entitled to further transfer, copy or use it);
    • (e)print one copy of any page(s) from the Site and use it for private archival purposes only (but not further copy it); and
    • (f)use extracts from the Site to form a collage of ideas (in either electronic or hard copy form) PROVIDED THAT:
      • (i)the Content (but no material not taken from the Site or otherwise owned/licensed by WGSN) is attributed to WGSN by showing the ©WGSN 2007 copyright sign;
      • (ii)the collage is used strictly only for internal purposes within the Subscriber organisation; and
      • (iii)no further copies of the collage are made.
  • 6.3 For the avoidance of doubt, you shall not distribute, reproduce, modify, store, transfer or in any other way use any of the Content (including by using it as part of any library, news, information, archive or similar service) other than as set out in Clause 6.2, and in particular you shall not:
    • (a)upload Content into any shared system;
    • (b)create a database of any of the Content (other than in your WGSN Scrapbook or as specified on a particular page of the Site);
    • (c)effect or permit "spidering" of the Site, i.e. collation of an automated stream of Content;
    • (d)include any Content in a website;
    • (e)make any commercial use of the Content whatsoever;
    • (f)make any use whatsoever of any of the WGSN trade marks (including the registered trade marks "WGSN" and "Worth Global Style Network") other than to the extent required to comply with Clause 6.2(f)(i); or
    • (g)remove the copyright or trademark notice from any copies of the Content.
  • 6.4 The Subscriber shall notify WGSN immediately in writing of any misuse of the Content and/or the Site including any infringement of copyright or other intellectual property rights arising in the Content and/or the Site.
  • 6.5 Please note that where any unauthorised use of Content by you is discovered, WGSN shall be entitled to suspend your use of the Site immediately without any refund of the Administration Charge or any Subscription Fees paid and require you to return or destroy any copies of the Content you have made.
  • 6.6 Any consent given by WGSN does not constitute either a general consent to use the Content or a waiver of any of the obligations and/or restrictions set out in these Terms & Conditions.
  • 6.7 The Subscriber and its User(s) shall permit WGSN to take such steps as WGSN reasonably considers appropriate to monitor compliance by the Subscriber and its User(s) with the provisions of these Terms & Conditions and shall co-operate fully with WGSN in relation to such monitoring.

• 7. Bulletin Boards and Discussion Groups

  • 7.1 The Site may include bulletin boards, discussion groups and other public areas that allow feedback to WGSN and interaction between Users ("Forums"). While WGSN does not control the information posted to Forums (the "Messages") and does not pre screen the Messages, it reserves the right (which it may exercise at its sole discretion without notice) to delete, move or edit the Messages and you waive any rights that you may have in regard to the Messages.
  • 7.2 You are solely responsible for the content of your Messages. In addition to complying with the requirements set out in these Terms & Conditions, you agree to use the Forums fully in accordance with any rules posted by WGSN on them.
  • 7.3 You shall not post any Messages that:
    • (a)contain any form of advertising;
    • (b)are in any way obscene, threatening, discriminatory, defamatory or otherwise offensive, applaud or incite discrimination or hate or are otherwise unlawful;
    • (c)infringe the rights of any third party, including their intellectual property rights, rights in confidential material and privacy;
    • (d)contain a virus or other harmful component; or
    • (e)restrict or inhibit any other user from using the Forums.
  • 7.4 Without prejudice to the generality of Clause 15, the Subscriber and the User(s) each agree to indemnify and hold harmless WGSN from all claims, costs and expenses (including legal expenses) arising out of any Messages posted or published by the User(s) on a Forum.
  • 7.5 If you object to any material posted on any of the Forums, please let us know by contacting helpdesk@wgsn.com
  • 7.6 By submitting Messages to any of the Forums you agree to grant to WGSN a perpetual royalty free non-exclusive licence to reproduce, make available, distribute and sub-license the Message in whole or in part and in print or electronic form.

• 8. WGSN Scrapbook

  • 8.1 WGSN may provide a scrapbook utility (a "WGSN Scrapbook") on the Site personal to each User. WGSN may in its absolute discretion impose from time to time limits on the amount of storage space in your WGSN Scrapbook.
  • 8.2 Use of the Content stored in your WGSN Scrapbook may only be made to the extent permitted by Clause 6.2 of these Terms & Conditions.
  • 8.3 You hereby acknowledge and agree that:
    • (a)neither the Subscriber nor its User(s) shall obtain any intellectual or other property rights in the compilation or selection of data or the names of the folders compiled in a WGSN Scrapbook and you assign absolutely to WGSN any such rights that you obtain by operation of law; and
    • (b)WGSN shall be under no liability whatsoever for the loss of any data stored in a WGSN Scrapbook.

• 9. Links

  • 9.1 WGSN may, in accordance with its Privacy Policy, send emails to you from time to time containing extracts from and links to pages of the Site together with links to third party sites that we think will be of interest to you. If you decide at any time that you no longer wish to receive email updates from WGSN or would like to change your other email preferences, please either amend your details at MY WGSN or contact helpdesk@wgsn.com
  • 9.2 Your use of Content emailed to you by WGSN shall be subject to these Terms & Conditions.

• 10. Additional Services Content

  • 0.1 We may from time to time offer you the opportunity to partake in complementary services. Use of such additional material ("Additional Services Content") may be subject to additional fees and terms and conditions.
  • 10.2 The Subscriber acknowledges that it shall be liable for payment of the charges payable for any use made of Additional Services Content by its User(s) and jointly and severally liable with the User(s) for any use of the Additional Services Content in breach of either these Terms & Conditions or the additional terms applicable to it.

• 11. Use of Software and Cookies, Linking to the Site

  • 11.1 Use of Software

    Copyright in any software that is made available for download from the Site ("Software") belongs to WGSN or its suppliers. Your use of the Software is governed by the terms of any licence agreement that may accompany or be included with the Software. Do not install or use any Software unless you agree to such licence agreement.

  • 11.2 Use of Cookies

    Use of the Site requires the use of small information files stored on your computer by your browser that enable us to identify you and provide you with a smooth, efficient and customised experience while using the Site ("Cookies"). The information we store will only be used in accordance with these Terms & Conditions, including our Privacy Policy. You have the ability to decline Cookies by modifying the settings in your browser. However, you must enable Cookies to use the Site.

• 12. Competitions and Prize Draws

  From time to time WGSN may run competitions, free prize draws and promotions. These are subject to additional terms that will be made available at the time of posting of such competitions on the Site.

• 13. Limitation of Liability Disclaimer

  • 13.1 The Content is only for your general information and use and is not intended to address your particular requirements. In particular, the Content does not constitute any form of advice, recommendation or arrangement by WGSN and is not intended to be relied upon by you in making (or refraining from making) any specific investment or other business or personal decisions; appropriate professional advice should be obtained before making any such decision.
  • 13.2 BECAUSE OF THE NUMBER OF SOURCES FROM WHICH WGSN OBTAINS CONTENT AND THE NATURE OF ELECTRONIC DISTRIBUTION VIA THE WORLD WIDE WEB, WGSN DOES NOT GIVE ANY WARRANTIES IN RESPECT OF THE SITE AND RESERVES THE RIGHT TO SUSPEND OR TERMINATE YOUR ACCESS AND USE OF THE SITE AT ANY TIME WITHOUT NOTICE. THE SITE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND WGSN DOES NOT GUARANTEE THE ACCURACY, TIMELINESS, COMPLETENESS, PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE OF THE SITE OR ANY CONTENT. WGSN MAKES NO WARRANTY THAT THE SITE IS FREE FROM INFECTION, VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. ALL IMPLIED WARRANTIES ARE EXCLUDED FROM THESE TERMS & CONDITIONS TO THE EXTENT THAT THEY MAY BE EXCLUDED AS A MATTER OF LAW.
    WGSN WILL NOT BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS) ARISING IN CONTRACT, TORT OR OTHERWISE FROM YOUR USE OR INABILITY TO USE THE SITE OR ANY CONTENT OR FROM ANY ACTION TAKEN (OR REFRAINED FROM BEING TAKEN) AS A RESULT OF USING THE SITE OR ANY CONTENT OF IT, INCLUDING IN RESPECT OF INFRINGEMENT OF THIRD PARTY RIGHTS ARISING FROM THE USER(S)' USE OF THE CONTENT.
  • 13.3 Any links to third party sites contained either in the Site or in emails sent by us to you are provided solely for your convenience. WGSN has not reviewed such sites and does not either endorse them or make any representations about their content or availability; any use is made entirely at your own risk and WGSN accepts no liability for any losses resulting from your use of them including in respect of any computer viruses or other defects that they may contain. Please note that WGSN gives no warranty that links to third party sites on the Site shall be marked as such.
  • 13.4 The Site may from time to time contain advertising and sponsorship. WGSN is not responsible for either the content of the material provided by such advertisers and sponsor or their compliance with voluntary or statutory codes or provisions. In particular, WGSN can provide no warranty that it will not take advertisements or sponsorship from your competitors.

• 14. Privacy Policy

  • 14.1 The information provided about you (whether provided by you (in your registration, communications with us, in cookies or otherwise) or by third parties) to WGSN may be used by WGSN as follows:
    • (a)for the effective administration of the Site;
    • (b)to communicate with you (including by email);
    • (c)to tailor future offers of its service to your preferences; and
    • (d)to provide our auditors, associated companies and sponsors with anonymised Site usage and demographic data.
    • (e)Please note that the above uses may involve the transfer of your information to countries outside of the European Economic Area ("EEA"), which may have data protection requirements that are less stringent than those in the UK. Please be assured however that we take the security of your information very seriously and that if we make such a transfer we will take all appropriate steps to protect your information.
  • 14.2 In completing the registration page of the Site you are, unless you notify us otherwise, deemed to consent to all and any of the above uses of your information. Should you wish to change your registration details or decide that you no longer consent to such uses please either amend your details at MY WGSN or contact us at helpdesk@wgsn.com

• 15. Liability and Indemnity

  • 15.1 The Subscriber and its User(s) shall be jointly and severally liable for all liabilities of either of you arising under these Terms & Conditions.
  • 15.2 The Subscriber and its User(s) each agree to indemnify and hold WGSN, its employees, agents, officers, directors and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including legal fees) which WGSN may suffer or incur, in connection with or arising from any breach of these Terms & Conditions by you and/or use of the Site by the User(s) or by any other individual that uses the User(s)'s ID.

• 16. Term and Termination

  • 16.1 The licence period (together with your payment obligations in respect of the Administration Charge and Subscription Fees) shall continue for the Licence Period and subsequent Renewal Periods thereafter until and unless terminated:
    • (a)by either party by providing written notice of cancellation to the other no later than thirty (30) days prior to the end of the Licence Period/Renewal Period (as applicable), effective on such end date, failing which it shall automatically renew for a further Renewal Period;
    • (b)where the Site is suspended under Clause 13.2 only for a period of more than thirty (30) days, by either party by providing written notice of cancellation to the other; or
    • (c)by WGSN where we believe that you have breached these Terms & Conditions (including by late payment of any invoices submitted under Clause 5.2.4).
    Note that in addition to the circumstances described at (a) to (c) above, and without prejudice to other specific rights of suspension set out in these Terms & Conditions, WGSN reserves absolutely the right to withdraw or suspend the Site where it deems this to be necessary without notice and will not be liable to you for such unavailability.
  • 16.2 Upon termination under Clause 16.1(b) only, the Subscription Fees paid for the period following termination shall be refunded to you. In all other circumstances there shall be no refund of any Subscription Fees paid. The Administration Charge shall not be refundable in any circumstances.
  • 16.3 Termination for whatever reason shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination and subject only to Clause 16.2 you shall remain responsible for all monies due and owing to WGSN under these Terms & Conditions.

• 17. Notices

  • 17.1 Subject to Clause 17.2, notices served under these Terms & Conditions shall be valid only if made in writing and (in respect of notices served by you) sent to WGSN at the address notified to you from time to time or (in respect of notices served by WGSN) sent to you at the address notified to WGSN on your Order/at registration (as applicable) or as subsequently agreed between us.
  • 17.2 Notwithstanding the provisions of Clause 17.1, WGSN may also validly serve notice upon you on the Site, and such notice shall be deemed to take place when it appears on the Site.

• 18. General

  • 18.1 These Terms & Conditions shall be governed by, and construed in accordance with, English law and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms & Conditions unless WGSN shall elect to bring proceedings in the courts of the country of the User's residence or of principal place of business.
  • 18.2 These Terms & Conditions, as varied by WGSN from time to time together with your Order/registration (as applicable) form the entire understanding between us; no Subscriber/User purchase terms or other purported variation shall have any affect on them. Headings in these Terms & Conditions are for convenience only and will have no legal meaning or affect.
  • 18.3 No delay or indulgence by WGSN in enforcing the provisions of these Terms & Conditions shall affect WGSN's rights under them nor shall any waiver of WGSN's rights operate as a waiver of any subsequent breach.
  • 18.4 No right, power or remedy conferred upon or reserved for WGSN is exclusive of any other right, power or remedy available to WGSN provided either under these Terms & Conditions or as a matter of law and each such right, power or remedy shall be cumulative.
  • 18.5 You may not assign sub-licence or otherwise transfer any of your rights or obligations under these Terms & Conditions.
  • 18.6 If any provision of these Terms & Conditions is found to be invalid the invalidity of that provision shall not affect the validity of the remaining provisions of these Terms & Conditions, which shall remain valid and enforceable.
  • 18.7 Nothing in these Terms & Conditions shall operate to exclude liability that cannot as a matter of law be excluded and in particular, and notwithstanding the limitations of liability set out above, our liability for death or personal injury caused by our negligence shall not be excluded or limited in any way.

WGSN Terms & Conditions (after 1 Jan 2009)

• 1. Introduction

  These terms and conditions (the "Master Terms"), the Website Terms and the Purchase Document(s) (as defined below) together (the "Agreement") govern the use by you ("Client") of the following products and services provided by WGSN: (a) licenses to access the WGSN Content; (b) Advisory Services; and/or (c) Bespoke Consulting (each as defined below).

• 2. Definitions

  • 2.1. In the Agreement, the following words shall have the following meanings:
    • "Advisory Services" means the standard services provided by WGSN for Clients using the WGSN Content;
    • "Affiliate" means any entity controlling, controlled by or under common control with Client or WGSN;
    • "Bespoke Consulting" means the services provided by WGSN for Clients, which may include producing Consulting Deliverables;
    • "Charges" means the charges specified in any Purchase Document payable by Client to WGSN for (a) the WGSN Content; and/or (b) Advisory Services; and/or (c) Bespoke Consulting;
    • "Confidential Information" means all non-public information in any form, furnished or made available in connection with the Agreement by or on behalf of one party ("Disclosing Party") to the other ("Receiving Party") which is marked confidential or restricted, or would be understood by a reasonable person in the Receiving Party's position to be confidential;
    • "Consulting Deliverables" means the tangible deliverables (if any), which may include WGSN Content, produced for Client by WGSN as part of the Bespoke Consulting as identified in the relevant Purchase Document;
    • "Effective Date" means the date when the first Purchase Document is executed by the parties incorporating the terms of the Master Terms;
    • "Entity" means the Client legal entity including Client's Affiliates;
    • "Force Majeure" means any cause preventing a party from performing any or all of its obligations under the Agreement which arises from or is attributable to strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage (excluding malicious damage involving the employees of the affected party or its sub-contractors), compliance with any law or governmental order, rule, regulation or direction, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors and, where they are beyond the reasonable control of the party so prevented, any other acts, events, omissions or accidents;
    • "ID" means the username and password assigned to each User to use and access the WGSN Content;
    • "Privacy Policy" means the WGSN privacy policy as published on the Site (and as may be varied from time to time by WGSN upon posting on the Site);
    • "Purchase Document" means each separate document forming part of the Agreement which Client completes to receive (a) the WGSN Content; and/or (b) Advisory Services; and/or (c) Bespoke Consulting;
    • "Renewal Date" means the date set out in a Purchase Document for renewal of the WGSN Content or Advisory Services;
    • "Renewal Term" means in relation to a Purchase Document for WGSN Content and/or Advisory Services each automatic period of renewal following the Term which will have a duration equivalent to the Term for that Purchase Document;
    • "Services" means the Advisory Services & Bespoke Consulting as applicable;
    • "Site" means the website(s) run by WGSN incorporating the WGSN Content;
    • "Term" means in relation to WGSN Content and/or Advisory Services the minimum period of the licence set out in the Purchase Document;
    • "User" means each Client employee, consultant or contractor of Client who has been nominated by Client and agreed with WGSN to have access to or otherwise be supplied with the WGSN Content subscribed for by Client;
    • "User Licence" means a licence granted to User(s) to use WGSN Content during the Term and any Renewal Term in accordance with the terms of the Agreement;
    • "Website Terms" means the website terms governing use of the Site as published on the Site (and as may be varied from time to time by WGSN upon posting on the Site);
    • "WGSN Authorised Signatory" means any individual on the WGSN executive team authorised to enter into legally binding agreements on behalf of WGSN;
    • "WGSN Content" means WGSN or its licensors' reports, scorecards, product comparisons, methodologies, spreadsheets, graphics, tables, charts, images, data, mood-boards, assessment tools, formulas and algorithms and all other proprietary content and material provided on the Site or to client in other forms or as an output of the Services and any enhancements and modifications thereto, regardless of the means of access or delivery; and
    • "WGSN Deliverables" means the WGSN Content and the Consulting Deliverables.
  • 2.2. A reference in the Agreement to the singular includes the plural and vice versa and words in one gender includes both genders.

• 3. Client Obligations

  • 3.1. Client will ensure that all use of the Services, the WGSN Content and the Site by Client (including its User(s)) will be made in accordance with the Agreement.
  • 3.2. Client shall pay the Charges in accordance with the payment terms set out in each Purchase Document.
  • 3.3. The Client shall permit WGSN to take such steps as WGSN reasonably considers appropriate to monitor compliance by the Client and User(s) with the provisions of the Agreement and shall co-operate fully with WGSN in relation to such monitoring.

• 4. User Licence for WGSN Content

  • 4.1. All intellectual property rights in the WGSN Content are reserved by WGSN or its licensors (as applicable) and no such rights whatsoever are assigned to Client or User(s) under the Agreement. Any misappropriation or unauthorised use of the WGSN Content may unfairly and irreparably harm WGSN and/or its licensors. Client shall not commit or permit any act or omission that would impair WGSN's or its licensors' proprietary and/or intellectual property rights in the WGSN Content.
  • 4.2. Any User Licence granted to Client to the WGSN Content shall be a non-transferable, non-exclusive, limited licence for the number of Users and types of products specified in the Purchase Document to access the WGSN Content within and for the benefit of the Entity only for the period set out in the Purchase Document. No other use of the WGSN Content (in whole or in part) may be made without the prior written approval of a WGSN Authorised Signatory. Any such approval shall not constitute either a general consent or a waiver of the other provisions of the Agreement.
  • 4.3. Subject to Clause 5, where WGSN Content is provided to Client under the Agreement, a User Licence is required for each User that has access to the WGSN Content. The ID is strictly to be used by the User to which it was assigned only and shall not be used by any other individuals. Failure to comply with this requirement shall constitute a breach of the Agreement and entitle WGSN to suspend all Client access to the WGSN Content.
  • 4.4. A User Licence entitles the User to:
    • 4.4.1. download and display any page from the Site on a computer screen;
    • 4.4.2. download and store WGSN Content on the hard disk of the computer, portable media player or, WGSN Scrapbook (where appropriate) of the User, but only where and to the extent that permission to download and store is specifically granted on the Site and there is no further transferring or copying of the WGSN Content;
    • 4.4.3. print one copy of any page on the Site (but not further copy it);
    • 4.4.4. use extracts from the WGSN Content to form a collage of ideas (in either electronic or hard copy form) provided that:
      • (i) the WGSN Content (but not material not taken from the WGSN Content or otherwise owned/licensed by WGSN) is attributed to WGSN by showing the "©WGSN" copyright sign;
      • (ii) the collage is used strictly only within the Entity; and
      • (iii) no further copies of the collage are made.
  • 4.5. For the avoidance of doubt, Client shall not distribute, reproduce, modify, store, transfer or in any other way use any of the WGSN Content (including by using it as part of any library, news, information, archive, website or similar service) other than as set out above.
  • 4.6. Client shall not (and shall ensure that its User(s) shall not) sell, lease, transfer, sub-license or otherwise make available or permit access to the WGSN Content or any portion thereof, to any third party or any employee, consultant or contractor other than the Users. Client shall be fully responsible for the User(s)'s use of the WGSN Content and ensuring it is made strictly in accordance with the Agreement.

• 5. Services and Consulting Deliverables

  • 5.1. WGSN warrants that the Services will be performed using reasonable care and skill and in accordance with the description set out in the Purchase Document.
  • 5.2. In the event that the Purchase Document specifies that WGSN will produce Consulting Deliverables, WGSN grants Client a non-exclusive, non-transferable, limited licence to use the Consulting Deliverables including any WGSN Content provided therein within the Entity.

• 6. Warranties and Limitation of Liability

  • 6.1. Client agrees that the WGSN Deliverables are provided only for general information and are not intended to address particular requirements of Client. In particular, the WGSN Deliverables do not constitute any form of advice, recommendation or arrangement by WGSN and shall not be relied upon by Client or User in making (or refraining from making) any specific investment or other business or personal decisions and acknowledges that professional advice should be obtained before making any such decision.
  • 6.2. WGSN will deploy anti virus software across its IT assets and Site but makes no warranty that the WGSN Deliverables are free from infection, viruses or anything else that has contaminating or destructive properties or that Client's use of the WGSN Deliverables will be uninterrupted, error-free or secure or that any defects therein will be corrected.
  • 6.3. Because of the number of sources from which WGSN obtains content and the nature of electronic distribution via the world wide web, WGSN does not give any warranties in respect of the WGSN Content. WGSN Content is provided on an "as is", "as available" basis and WGSN does not guarantee its accuracy, timeliness, completeness, performance or fitness for a particular purpose. WGSN reserves the right to modify the WGSN Content at any time.
  • 6.4. WGSN does not warrant, endorse, guarantee or assume responsibility for any product or service (i) advertised by a third party on the Site or (ii) offered by a third party through any site hyperlinked to the Site or make any representations about their content or availability. Any use or resultant transaction is made entirely at Client's own risk and WGSN accepts no liability for any losses resulting from such action. Please note that WGSN gives no warranty that links to third party sites on the Site shall be marked as such.
  • 6.5. All implied warranties are excluded from the Agreement to the extent that they may be excluded as a matter of law.
  • 6.6. Nothing in the Agreement shall limit WGSN's liability for death or personal injury resulting from WGSN's negligence or for fraud.
  • 6.7. WGSN's aggregate liability in respect of any loss, damage, liabilities and expenses suffered by Client (or its User(s) or Affiliates) in respect of any Term or Renewal Term and arising out of or in connection with the Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Charges paid by Client for that Term or Renewal Term as applicable. WGSN shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for any of the following suffered or incurred by Client (or its User(s) or Affiliates) arising out of or in connection with the Agreement:
    • 6.7.1. any loss arising from or in connection with loss of revenues, profits, data, contracts or business or failure to realise anticipated savings;
    • 6.7.2. any loss of goodwill or reputation or any special, indirect or consequential losses;
    • 6.7.3. any damages arising from failure by the User to use the Site and/or the WGSN Content in accordance with the Agreement; or
    • 6.7.4. third party claims of any kind.

• 7. Indemnification

  • 7.1. Client shall be liable to WGSN for all and any breaches of the Agreement by Client and/or the User and any other third party using the ID or WGSN Deliverables accessed through the Client or User(s) and hereby agrees to indemnify and hold WGSN, its employees, agents, officers, directors and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including legal fees) which WGSN may suffer or incur in connection with or arising from any breach of the Agreement by Client or the User(s) or any such third parties.

• 8. Termination

  • 8.1. The Master Terms are framework terms and conditions which, once signed by the parties, will come into effect each time a Purchase Document is signed by the Client and a WGSN Authorised Signatory.
  • 8.2. The Agreement shall (subject to suspension and/or early termination in accordance with these Master Terms):
    • 8.2.1. in relation to Purchase Documents for WGSN Content and/or Advisory Services, continue for the Term, and continue thereafter for each Renewal Term unless earlier terminated in accordance with the Agreement; or
    • 8.2.2. in relation to Purchase Documents for Bespoke Consulting, continue for the period set out in the Purchase Document for Bespoke Consulting.
  • 8.3. Either party may terminate the Agreement (in whole or with respect to particular Purchase Documents only) with immediate effect by written notice to the other:
    • 8.3.1. if the other party commits a material breach of the Agreement which is not remediable, or (where the breach is capable of remedy) is not remedied within 30 days after being required by notice to do so;
    • 8.3.2. for convenience upon written notice at any time after the expiration or termination of all Purchase Documents executed hereunder; or
    • 8.3.3. if the other party becomes or is declared insolvent or takes formal steps to commence bankruptcy (including the making of a bankruptcy order) or makes or proposes any composition with its creditors or the appointment of a receiver or similar officer over or in respect of some or all of its assets or takes any steps to enter into an insolvency process including without limitation the appointment of a liquidator, administrative receiver, administrator, provisional liquidator, receiver or any other office holder over or in respect of some or all of its assets or the filing of any papers at court in respect of a moratorium or the taking of any steps for dissolution or strike off.
  • 8.4. Without prejudice to Clause 8.3, where WGSN reasonably believes that Client has breached the terms of the Agreement (including by late payment of any invoices submitted or misuse of the ID, WGSN may terminate the Agreement with immediate effect or temporarily suspend Client access to the WGSN Content and/or Services (without refund of any Charges).
  • 8.5. A Purchase Document may include additional termination provisions applicable only to such Purchase Document. Subject to Clause 8.3, the termination of an individual Purchase Document will not affect any other Purchase Document.
  • 8.6. Notwithstanding termination or expiry of the Agreement or any individual Purchase Document, any provisions in the Agreement that by their nature are intended to survive expiration or termination of the Agreement shall continue to have full force and effect.
  • 8.7. The Charges shall be refunded to Client on a pro rata basis in the event of termination by Client pursuant to Clauses 8.3.1 or 8.3.3. In the event of termination for any other reason there shall be no refund of any Charges paid by the Client.

• 9. Consequences of Terminations

  • 9.1. Immediately following the expiry or termination of a Purchase Document or the Agreement (as applicable), Client will (i) procure that all Users and members of the Entity cease using the WGSN Content and the ID; and (ii) permanently delete from their records and storage media and destroy all copies of the WGSN Content or any parts thereof in Client's possession or under Client's control within 10 days of the expiry of the relevant Purchase Document. Upon termination, WGSN shall also be entitled to suspend all access to the WGSN Content and/or the Services provided under the applicable Purchase Document(s).
  • 9.2. If WGSN so requests, Client shall provide WGSN with written confirmation (in the form required by WGSN) that Client has complied with Clause 9.1 (the "Confirmation"). If WGSN does not receive the Confirmation within 28 days of such request, WGSN may charge Client an amount equal to the greater of (i) 65% of the Charges; or (ii) three months of the then current charges for the WGSN Content (in the case of free trials where no Charges are included) (the "Reduced Charge"). Following payment of the relevant Reduced Charge the Client will be able to use all WGSN Content downloaded in accordance with the Agreement up to the date of the Confirmation.

• 10. Confidentiality

  • 10.1. Save as expressly permitted hereunder, each party will keep confidential the terms of the Agreement as well as any other Confidential Information disclosed to it by the other party provided this shall not apply to any information which:
    • 10.1.1. is/ becomes public knowledge other than by breach of this Clause 10;
    • 10.1.2. is in the possession of the Receiving Party without restriction in relation to disclosure before the receipt date from the Disclosing Party;
    • 10.1.3. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
    • 10.1.4. is independently developed by the Receiving Party without access to the Confidential Information; or
    • 10.1.5. is required to be disclosed by operation of law, government regulation, or order of a Court of competent jurisdiction, providing the Receiving Party first gives written notice of such required disclosure to the Disclosing Party.
    • 10.2. The obligations with respect to Confidential Information shall survive termination of the Agreement and continue for as long as such information remains confidential.

• 11. Privacy Policy

  • 11.1. The Client consents to use of the Client and User details in accordance with the Privacy Policy.

• 12. General

  • 12.1. The Agreement shall be governed by, and construed in accordance with, the laws of England and Wales and the Courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with the Agreement.
  • 12.2. Client may not assign, sub-license or otherwise transfer any of its rights or obligations under the Agreement without the prior written agreement of a WGSN Authorised Signatory, which shall not be unreasonably withheld or delayed.
  • 12.3. Neither party will be held in breach of the Agreement in the event of any delay or failure to perform its obligations by reason and to the extent and duration (only) of any Force Majeure event.
  • 12.4. No right, power or remedy conferred upon or reserved for WGSN is exclusive of any other right, power or remedy available to WGSN provided either under the Agreement or as a matter of law and each such right, power or remedy shall be cumulative.
  • 12.5. In the event that any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.
  • 12.6. No person who is not a party to the Agreement, including but not limited to the User, shall have any rights under or in connection with the Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 and the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement shall not be subject to the consent of any third party.
  • 12.7. The Agreement is the complete agreement between WGSN and Client regarding the WGSN Content, Advisory Services and/or or Bespoke Consulting (as applicable). Any Client terms or conditions contained in, or incorporated by reference into, a Purchase Document, confirmation or other document submitted by Client which purport to vary or supersede the Agreement shall be of no effect. Each of the parties agrees that in entering into the Agreement, it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in the Agreement.
  • 12.8. The Agreement may not be changed or amended except in writing signed by both parties.
  • 12.9. Where the Agreement has been translated into a language other than English and there is any inconsistency between the interpretation of the English version and the translated version, the meaning under the English version shall prevail.

WGSN Master Terms (July 2009)

• 1. Introduction

  These terms and conditions (the “Master Terms”), the Website Terms and the Purchase Document(s) (as defined below) together (the “Agreement”) govern the use by [________________________________] (“Client”) of the following products and services provided by WGSN: (a) licenses to access the WGSN Content; (b) Advisory Services; and/or (c) Bespoke Consulting (each as defined below).

  EFFECT OF CLIENT AGREEMENT OF THESE MASTER TERMS. Where these Master Terms are accepted by an existing Client during any Term or Renewal Term under an existing Purchase Document, they will supersede any previous Master Terms with effect from such acceptance, notwithstanding Clauses 8.1 and 12.8, but without prejudice to such Term or any Renewal Term or any other terms of such Purchase Document.

  CHANGES TO PREVIOUS WGSN MASTER TERMS. Changes to the 1 January 2009 Master Terms are tracked for ease of reference.

  EFFECT OF THESE MASTER TERMS ON USE BY THIRD PARTY USERS OF WGSN CONTENT. Clauses 6 and 7 of these Master Terms also apply to the use of WGSN Content by any third party with whom any Client shares WGSN Content under Clause 4.4B, as if such third party were the “Client” for the purposes of such clause.

• 2. DEFINITIONS

  2.1. In the Agreement, the following words shall have the following meanings:
  “Advisory Services” means the standard services provided by WGSN for Clients using the WGSN Content;
  “Affiliate” means any entity controlling, controlled by or under common control with Client or WGSN;
  “Bespoke Consulting” means the services provided by WGSN for Clients, which may include producing Consulting Deliverables;
  “Charges” means the charges specified in any Purchase Document payable by Client to WGSN for (a) the WGSN Content; and/or (b) Advisory Services; and/or (c) Bespoke Consulting;
  “Confidential Information” means all non-public information in any form, furnished or made available in connection with the Agreement by or on behalf of one party (“Disclosing Party”) to the other (“Receiving Party”) which is marked confidential or restricted, or would be understood by a reasonable person in the Receiving Party’s position to be confidential;
  “Consulting Deliverables” means the tangible deliverables (if any), which may include WGSN Content, produced for Client by WGSN as part of the Bespoke Consulting as identified in the relevant Purchase Document;
  “Effective Date” means the date when the first Purchase Document is executed by the parties incorporating the terms of the Master Terms;
  “Entity” means the Client legal entity including Client’s Affiliates;
  “Force Majeure” means any cause preventing a party from performing any or all of its obligations under the Agreement which arises from or is attributable to strikes, lock-outs or other industrial disputes, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, malicious damage (excluding malicious damage involving the employees of the affected party or its sub-contractors), compliance with any law or governmental order, rule, regulation or direction, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors and, where they are beyond the reasonable control of the party so prevented, any other acts, events, omissions or accidents;
  “ID” means the username and password assigned to each User to use and access the WGSN Content;
  “Privacy Policy” means the WGSN privacy policy as published on the Site (and as may be varied from time to time by WGSN upon posting on the Site);
  “Purchase Document” means each separate document forming part of the Agreement which Client completes to receive (a) the WGSN Content; and/or (b) Advisory Services; and/or (c) Bespoke Consulting;
  “Renewal Date” means the date set out in a Purchase Document for renewal of the WGSN Content or Advisory Services;
  “Renewal Term” means in relation to a Purchase Document for WGSN Content and/or Advisory Services each automatic period of renewal following the Term which will have a duration equivalent to the Term for that Purchase Document;
  “Services” means the Advisory Services & Bespoke Consulting as applicable;
  “Site” means the website(s) run by WGSN incorporating the WGSN Content;
  “Term” means in relation to WGSN Content and/or Advisory Services the minimum period of the licence set out in the Purchase Document;
  “User” means each Client employee, consultant or contractor of Client who has been nominated by Client and agreed with WGSN to have access to or otherwise be supplied with the WGSN Content subscribed for by Client;
  “User Licence” means a licence granted to User(s) to use WGSN Content during the Term and any Renewal Term in accordance with the terms of the Agreement;
  “Website Terms” means the website terms governing use of the Site as published on the Site (and as may be varied from time to time by WGSN upon posting on the Site);
  “WGSN Authorised Signatory” means any individual on the WGSN executive team authorised to enter into legally binding agreements on behalf of WGSN; “WGSN Content” means WGSN or its licensors’ reports, scorecards, product comparisons, methodologies, spreadsheets, graphics, tables, charts, images, data, mood-boards, assessment tools, formulas and algorithms and all other proprietary content and material provided on the Site or to client in other forms or as an output of the Services and any enhancements and modifications thereto, regardless of the means of access or delivery; and “WGSN Deliverables” means the WGSN Content and the Consulting Deliverables.

  2.2. A reference in the Agreement to the singular includes the plural and vice versa and words in one gender includes both genders.

• 3. CLIENT OBLIGATIONS

  3.1. Client will ensure that all use of the Services, the WGSN Content and the Site by Client (including its User(s)) will be made in accordance with the Agreement.

  3.2. Client shall pay the Charges in accordance with the payment terms set out in each Purchase Document.

  3.3. The Client shall permit WGSN to take such steps as WGSN reasonably considers appropriate to monitor compliance by the Client and User(s) with the provisions of the Agreement and shall co-operate fully with WGSN in relation to such monitoring.

• 4. USER LICENCE FOR WGSN CONTENT

  4.1. All intellectual property rights in the WGSN Content are reserved by WGSN or its licensors (as applicable) and no such rights whatsoever are assigned to Client or User(s) under the Agreement. Any misappropriation or unauthorised use of the WGSN Content may unfairly and irreparably harm WGSN and/or its licensors. Client shall not commit or permit any act or omission that would impair WGSN’s or its licensors’ proprietary and/or intellectual property rights in the WGSN Content.

  4.2. Any User Licence granted to Client to the WGSN Content shall be a non-transferable, non-exclusive, limited licence for the number of Users and types of products specified in the Purchase Document to access the WGSN Content within (except in the case of use under Clause 4.4A or Clause 4.4B) and for the benefit of the Entity only for the period set out in the Purchase Document. No other use of the WGSN Content (in whole or in part) may be made without the prior written approval of a WGSN Authorised Signatory. Any such approval shall not constitute either a general consent or a waiver of the other provisions of the Agreement.

  4.3. Subject to Clause 5, where WGSN Content is provided to Client under the Agreement, a User Licence is required for each User that has access to the WGSN Content. The ID is strictly to be used by the User to which it was assigned only and shall not be used by any other individuals. Failure to comply with this requirement shall constitute a breach of the Agreement and entitle WGSN to suspend all Client access to the WGSN Content.

  4.4. A User Licence entitles the User to:

  • 4.4.1. download and display any page from the Site on a computer screen;
  • 4.4.2. download and store WGSN Content on the hard disk of the computer, portable media player or, WGSN Scrapbook (where appropriate) of the User, but only where and to the extent that permission to download and store is specifically granted on the Site and there is no further transferring or copying of the WGSN Content;
  • 4.4.3. print one copy of any page on the Site (but not further copy it);
  • 4.4.4. use extracts from the WGSN Content to form a collage of ideas (in either electronic or hard copy form) provided that:
    • (i) the WGSN Content (but not material not taken from the WGSN Content or otherwise owned/licensed by WGSN) is attributed to WGSN by showing the “©WGSN” copyright sign;
    • (ii) the collage is used strictly only within the Entity; and
    • (iii) no further copies of the collage are made.

  4.4A. A User Licence also entitles the User to make unrestricted use of material described on the Site as “WGSN – downloadable”.

  4.4B. A User Licence also entitles the User to share, by means of the transfer by e-mail of files from the WGSN IDEAS STUDIO, WGSN Content with manufacturer or supplier partner of the Client (but not including any fashion and/or style information service) for downloading and display only on a single computer screen and the purpose only of discussion between the User and such third party and never for re-use or further dissemination, whether for marketing or any other purpose; and provided that the Client brings such limitation clearly to the attention of any such third party, and such third party agrees that the terms of Clauses 6 and 7 below shall apply to the use of such WGSN Content by such third party as if such third party were the “Client”. The Client acknowledges and agrees that access to some WGSN Content may be restricted to other Clients of WGSN only.

  4.5. For the avoidance of doubt, Client shall not distribute, reproduce, modify, store, transfer or in any other way use any of the WGSN Content (including by using it as part of any library, news, information, archive, website or similar service) other than as set out above.

  4.6. Except strictly as permitted under Clause 4.4A or Clause 4.4B, Client shall not (and shall ensure that its User(s) shall not) sell, lease, transfer, sub-license or otherwise make available or permit access to the WGSN Content or any portion thereof, to any third party or any employee, consultant or contractor other than the Users. Client shall be fully responsible for the User(s)’s use of the WGSN Content and ensuring it is made strictly in accordance with the Agreement.

• 5. SERVICES AND CONSULTING DELIVERABLES

  5.1. WGSN warrants that the Services will be performed using reasonable care and skill and in accordance with the description set out in the Purchase Document.

  5.2. In the event that the Purchase Document specifies that WGSN will produce Consulting Deliverables, WGSN grants Client a non-exclusive, non-transferable, limited licence to use the Consulting Deliverables including any WGSN Content provided therein within the Entity.

• 6. WARRANTIES AND LIMITATION OF LIABILITY

  6.1. Client agrees that the WGSN Deliverables are provided only for general information and are not intended to address particular requirements of Client. In particular, the WGSN Deliverables do not constitute any form of advice, recommendation or arrangement by WGSN and shall not be relied upon by Client or User in making (or refraining from making) any specific investment or other business or personal decisions and acknowledges that professional advice should be obtained before making any such decision.

  6.2. WGSN will deploy anti virus software across its IT assets and Site but makes no warranty that the WGSN Deliverables are free from infection, viruses or anything else that has contaminating or destructive properties or that Client’s use of the WGSN Deliverables will be uninterrupted, error-free or secure or that any defects therein will be corrected.

  6.3. Because of the number of sources from which WGSN obtains content and the nature of electronic distribution via the world wide web, WGSN does not give any warranties in respect of the WGSN Content. WGSN Content is provided on an “as is”, “as available” basis and WGSN does not guarantee its accuracy, timeliness, completeness, performance or fitness for a particular purpose. WGSN reserves the right to modify the WGSN Content at any time.

  6.4. WGSN does not warrant, endorse, guarantee or assume responsibility for any product or service (i) advertised by a third party on the Site or (ii) offered by a third party through any site hyperlinked to the Site or make any representations about their content or availability. Any use or resultant transaction is made entirely at Client’s own risk and WGSN accepts no liability for any losses resulting from such action. Please note that WGSN gives no warranty that links to third party sites on the Site shall be marked as such.

  6.5. All implied warranties are excluded from the Agreement to the extent that they may be excluded as a matter of law.

  6.6. Nothing in the Agreement shall limit WGSN’s liability for death or personal injury resulting from WGSN’s negligence or for fraud.

  6.7. WGSN’s aggregate liability in respect of any loss, damage, liabilities and expenses suffered by Client (or its User(s) or Affiliates) in respect of any Term or Renewal Term and arising out of or in connection with the Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Charges paid by Client for that Term or Renewal Term as applicable. WGSN shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for any of the following suffered or incurred by Client (or its User(s) or Affiliates) arising out of or in connection with the Agreement:

  • 6.7.1. any loss arising from or in connection with loss of revenues, profits, data, contracts or business or failure to realise anticipated savings;
  • 6.7.2. any loss of goodwill or reputation or any special, indirect or consequential losses;
  • 6.7.3. any damages arising from failure by the User to use the Site and/or the WGSN Content in accordance with the Agreement; or
  • 6.7.4. third party claims of any kind.

• 7. INDEMNIFICATION

  7.1. Client shall be liable to WGSN for all and any breaches of the Agreement by Client and/or the User and any other third party using the ID or WGSN Deliverables accessed through the Client or User(s) and hereby agrees to indemnify and hold WGSN, its employees, agents, officers, directors and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including legal fees) which WGSN may suffer or incur in connection with or arising from any breach of the Agreement by Client or the User(s) or any such third parties.

• 8. TERMINATION

  8.1. The Master Terms are framework terms and conditions which, once signed by the parties, will come into effect each time a Purchase Document is signed by the Client and a WGSN Authorised Signatory.

  8.2. The Agreement shall (subject to suspension and/or early termination in accordance with these Master Terms):

  • 8.2.1. in relation to Purchase Documents for WGSN Content and/or Advisory Services, continue for the Term, and continue thereafter for each Renewal Term unless earlier terminated in accordance with the Agreement; or
  • 8.2.2. in relation to Purchase Documents for Bespoke Consulting, continue for the period set out in the Purchase Document for Bespoke Consulting.

  8.3. Either party may terminate the Agreement (in whole or with respect to particular Purchase Documents only) with immediate effect by written notice to the other:

  • 8.3.1. if the other party commits a material breach of the Agreement which is not remediable, or (where the breach is capable of remedy) is not remedied within 30 days after being required by notice to do so;
  • 8.3.2. for convenience upon written notice at any time after the expiration or termination of all Purchase Documents executed hereunder; or
  • 8.3.3. if the other party becomes or is declared insolvent or takes formal steps to commence bankruptcy (including the making of a bankruptcy order) or makes or proposes any composition with its creditors or the appointment of a receiver or similar officer over or in respect of some or all of its assets or takes any steps to enter into an insolvency process including without limitation the appointment of a liquidator, administrative receiver, administrator, provisional liquidator, receiver or any other office holder over or in respect of some or all of its assets or the filing of any papers at court in respect of a moratorium or the taking of any steps for dissolution or strike off.

  8.4. Without prejudice to Clause 8.3, where WGSN reasonably believes that Client has breached the terms of the Agreement (including by late payment of any invoices submitted or misuse of the ID, WGSN may terminate the Agreement with immediate effect or temporarily suspend Client access to the WGSN Content and/or Services (without refund of any Charges).

  8.5. A Purchase Document may include additional termination provisions applicable only to such Purchase Document. Subject to Clause 8.3, the termination of an individual Purchase Document will not affect any other Purchase Document.

  8.6. Notwithstanding termination or expiry of the Agreement or any individual Purchase Document, any provisions in the Agreement that by their nature are intended to survive expiration or termination of the Agreement shall continue to have full force and effect.

  8.7. The Charges shall be refunded to Client on a pro rata basis in the event of termination by Client pursuant to Clauses 8.3.1 or 8.3.3. In the event of termination for any other reason there shall be no refund of any Charges paid by the Client.

• 9. CONSEQUENCES OF TERMINATION

  9.1. Immediately following the expiry or termination of a Purchase Document or the Agreement (as applicable), Client will (i) procure that all Users and members of the Entity cease using the WGSN Content and the ID; and (ii) permanently delete from their records and storage media and destroy all copies of the WGSN Content or any parts thereof in Client’s possession or under Client’s control within 10 days of the expiry of the relevant Purchase Document. Upon termination, WGSN shall also be entitled to suspend all access to the WGSN Content and/or the Services provided under the applicable Purchase Document(s).

  9.2. If WGSN so requests, Client shall provide WGSN with written confirmation (in the form required by WGSN) that Client has complied with Clause 9.1 (the “Confirmation”). If WGSN does not receive the Confirmation within 28 days of such request, WGSN may charge Client an amount equal to the greater of (i) 65% of the Charges; or (ii) three months of the then current charges for the WGSN Content (in the case of free trials where no Charges are included) (the “Reduced Charge”). Following payment of the relevant Reduced Charge the Client will be able to use all WGSN Content downloaded in accordance with the Agreement up to the date of the Confirmation.

• 10. CONFIDENTIALITY

  10.1. Save as expressly permitted hereunder, each party will keep confidential the terms of the Agreement as well as any other Confidential Information disclosed to it by the other party provided this shall not apply to any information which:

  • 10.1.1. is/ becomes public knowledge other than by breach of this Clause 10;
  • 10.1.2. is in the possession of the Receiving Party without restriction in relation to disclosure before the receipt date from the Disclosing Party;
  • 10.1.3. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
  • 10.1.4. is independently developed by the Receiving Party without access to the Confidential Information; or
  • 10.1.5. is required to be disclosed by operation of law, government regulation, or order of a Court of competent jurisdiction, providing the Receiving Party first gives written notice of such required disclosure to the Disclosing Party.

  10.2. The obligations with respect to Confidential Information shall survive termination of the Agreement and continue for as long as such information remains confidential.

• 11. PRIVACY POLICY

  11.1. The Client consents to use of the Client and User details in accordance with the Privacy Policy.

• 12. GENERAL

  12.1. The Agreement shall be governed by, and construed in accordance with, the laws of England and Wales and the Courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with the Agreement.

  12.2. Client may not assign, sub-license or otherwise transfer any of its rights or obligations under the Agreement without the prior written agreement of a WGSN Authorised Signatory, which shall not be unreasonably withheld or delayed.

  12.3. Neither party will be held in breach of the Agreement in the event of any delay or failure to perform its obligations by reason and to the extent and duration (only) of any Force Majeure event.

  12.4. No right, power or remedy conferred upon or reserved for WGSN is exclusive of any other right, power or remedy available to WGSN provided either under the Agreement or as a matter of law and each such right, power or remedy shall be cumulative.

  12.5. In the event that any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

  12.6. No person who is not a party to the Agreement, including but not limited to the User, shall have any rights under or in connection with the Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999 and the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement shall not be subject to the consent of any third party.

  12.7. The Agreement is the complete agreement between WGSN and Client regarding the WGSN Content, Advisory Services and/or or Bespoke Consulting (as applicable). Any Client terms or conditions contained in, or incorporated by reference into, a purchase order, confirmation or other document submitted by Client which purport to vary or supersede the Agreement shall be of no effect. Each of the parties agrees that in entering into the Agreement, it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in the Agreement.

  12.8. The Agreement may not be changed or amended except in writing signed by both parties.

  12.9. Where the Agreement has been translated into a language other than English and there is any inconsistency between the interpretation of the English version and the translated version, the meaning under the English version shall prevail.