Terms & Conditions
Terms & Conditions
Effective April 2015
This Terms and Conditions document (the Agreement) is a legal contract between the client organization or individual (Client) identified in a WGSN purchase document (Purchase Document), and WGSN Limited (WGSN), that governs your use of (a) WGSN’s online style services (and the applications available thereon) available at the websites for which access has been purchased pursuant to the Purchase Document (Sites); and (b) any bespoke consulting services you have purchased in accordance with the Purchase Document (Consulting Services) (together the Services). Your acceptance of the Purchase Document constitutes an application to use the Services pursuant to the terms of this Agreement, and by clicking the “I agree” button, accessing or using the Services, you confirm your agreement to be bound hereby. To the extent there is any conflict between this Agreement and the terms and conditions of use posted on either Site, this Agreement shall take precedence.
If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind such organization. Any person who has access to the Services by virtue of being designated by the Client as an individual user of the Services (an Authorized User) similarly agrees to be bound hereby. If you are entering into this Agreement on behalf of an educational institution, then your Authorized Users are strictly limited to students, faculty and staff; no alumni may be granted access.
All references to “us,” “our” and “WGSN” in this Agreement are intended to refer to WGSN (as defined above) and its affiliates. All references to “you,” “your” and “user” in this Agreement are intended to refer to the Client and all Authorized Users.
1. Use of Services
(a) WGSN grants you a, non-transferable, limited right to access the Services, provided that you fully comply with the terms and conditions of this Agreement.
(b) You agree that all you will use data, materials and information that comprise the Services, including visual interfaces, text and written compositions, videos and other audiovisual works, pictorial works such as images, photographs, graphics, pictures, illustrations, and designs, audio recordings and musical compositions, compilations, and any other works of authorship (Content) that you access through use of the Services, only in accordance with the terms and conditions of this Agreement.
(c) Certain areas of the Sites may only be open to you if you are a full subscriber or will only be available for a limited period of time. Any time limit applying to your access and use of the Sites will be set out in the Purchase Document.
(d) Certain Content that we license from third parties may be subject to additional guidelines or rules that will be clearly posted on the Sites. You are also subject to any such guidelines and rules.
(e) The Content is protected by trademarks, service marks, copyrights, and other intellectual property rights owned by WGSN or its Content providers. You agree not to misuse in any way the Content or the Services, including any infringement of trademarks, service marks, copyrights or other intellectual property rights comprised in the Content or Services.
(f) You agree not to use the Services for any illegal, unethical, fraudulent, misleading, or objectionable purpose or in breach of any law, regulation, or agreement, including the Privacy and Electronic Communications Regulations 2003 or other regulations regarding unsolicited email marketing.
(g) You agree not to rent, lease, loan, sell, or otherwise provide access to the Services to anyone other than Client and Authorized Users.
(h) The Client agrees to take necessary measures to procure and ensure the compliance by its Authorized Users with the terms and conditions set forth in this Agreement governing the use of the Services.
2. Changes to Sites
As part of its policy of updating and improving the Sites, WGSN reserves the right, at its discretion, to make changes to any part of or the whole of the Sites (including by way of substitution).
(a) The Client warrants that the information the Client has given in the Purchase Document is accurate and complete.
(b) To use the Sites, you must register and provide WGSN with accurate and complete registration information.
(c) It is your responsibility to update your registration data and promptly inform WGSN of any changes to your information by contacting your account manager.
(d) As part of the registration process, WGSN shall assign to the Client or, at the discretion of WGSN, shall allow the Client to select, a user name and password. Each registration is for a single user only.
(e) Each additional Authorized User appointed by the Client shall be assigned (or selected at the discretion of WGSN) a separate user name and password for access to the Sites; provided, however, that for educational institutions, Authorized Users are not required to register individually.
(f) WGSN does not permit any sharing by more than one person of a user name and password or access to the Sites through a single name being made available to multiple users on a network; provided, however, that the foregoing restriction does not apply to educational institutions.
(g) You agree that you will not allow others to use your user name and password and you are solely responsible for maintaining the confidentiality and security of your account. You agree to notify WGSN immediately of any unauthorized use of your user name and password.
4. Fees; billing
(a) You agree to pay to WGSN, in advance, the non-refundable fee for access to the Services as specified in the Purchase Document (the Fee). All invoices in respect of the Fee are due and payable by you within 30 days of the date of the relevant invoice. You acknowledge that access to the Services may not be granted until payment of any Fee is received by WGSN, and such access prior to payment of the Fee shall be granted at the sole discretion of WGSN.
(b) Unless otherwise stated, you are responsible for any taxes that you are obligated to pay or that WGSN may collect from you in connection with your purchase of the Services. If you do not pay the sales or other taxes or fees on a transaction, you will be responsible for the taxes or fees in the event they are later determined to be payable on the Services, and WGSN reserves the right to collect the taxes or other related fees from you at any time. In certain jurisdictions, WGSN may be required to collect and remit sales tax in connection with your purchase of Services. Any such taxes will be added to the agreed Fee and reflected on your invoice.
(c) In addition to the charges set forth above, you may incur and are responsible for all charges associated with connecting to the Sites, including all telephone access lines, telephone and computer equipment and any service fees necessary to access the Sites.
(d) For subscription services, you acknowledge and agree that WGSN shall with effect from each anniversary from the start of your subscription be entitled to increase the Fee by an amount equal to the then current Retail Prices Index without prior notification to you. Your continued use of the Sites shall constitute your acceptance of the increased Fee.
(e) Without prejudice to any other rights and remedies available to WGSN, WGSN shall be entitled to charge you statutory interest (at the then current rate) on any overdue amount under this Agreement, accruing on a daily basis from the due date until the date of actual payment of the overdue amount whether before or after judgment and compounding every 90 days.
(f) If you are acquired by or acquire a third party which itself possesses a subscription to a Site, with effect from expiry of either your subscription or the third party’s subscription (whichever occurs soonest), the parties may agree to replace or amend this Agreement to reflect the increased number of users and the accompanying increase in the Fee.
5. Usage of content
WGSN hereby grants you a non-transferable, limited license to do the following, solely for your product design, development, inspiration, research and manufacturing purposes: view, download and print such Content and create derivative works of pictorial works such as images, photographs, graphics, pictures, illustrations, and designs included within the Content and use such works and your derivative works thereof on or in your products; provided, however, that in the case of subscribing educational institutions and their Authorized Users, your use is limited to non-commercial, educational use only.
(a) Save in respect of items clearly marked “downloadable”, the following are strictly forbidden and represent a breach of this Agreement, unless prior written consent is obtained from WGSN or the relevant third party Content provider:
(i) Incorporation of Content in promotional items (including greeting cards, t-shirts, postcards, posters, phone cards, credit cards, templates, CD covers, cassette covers, board games, and calendars), magazines, newspapers, advertising, editorials, catalogs, flyers, brochures, disposable packaging, book covers, and educational textbooks;
(ii) Incorporation of Content in any electronic or digital materials including screensavers, electronic greeting cards, websites, broadcast video, and multimedia including film and video, and CD ROMs;
(iii) Resale of Content in its original condition or in a digitally manipulated form;
(iv) Incorporation of names or likenesses of individuals from Content on or in your products;
(v) Incorporation of distinctive locations, buildings, businesses, personal property or products from Content on or in your products;
(vi) Use of WGSN or third party trademarks, trade names or service marks on or in your products;
(vii) Distribution of Content to parties outside of the Client organization. However, you may provide pictorial works such as images, photographs, graphics, pictures, illustrations, and designs included within Content to your suppliers, vendors, independent contractors and consultants for the sole purpose of aiding you in connection with your product design, development, inspiration, research and manufacturing requirements only. The sharing of such works for the purposes stated in this paragraph, is at your discretion but in no way absolves you from the full responsibilities for all terms and conditions contained within this Agreement; or
(viii) Use, or permitting the use of, data or information on the Sites for generating any statistical information which is sold, rented published, furnished or in any manner provided to a third party.
(b) Any requests to republish or redistribute Content should be addressed to your account manager and should not be considered authorized unless and until validly approved in writing by WGSN.
(c) WGSN may provide news e-mail service or other prompts to new Content. Your use of the Content received through the e-mail news service will be subject to the terms and conditions of this Agreement.
(d) Copyright in any software that is made available to you for download from the Sites (Software) belongs to WGSN or its Software suppliers. You may not install or use any Software unless you agree to be governed by the terms of any license agreement that accompanies or is included with the Software.
(e) You acknowledge that the Content is only for your general information and use and does not constitute any form of advice, recommendation or arrangement by WGSN and is not intended to be relied upon by you in making any specific business or investment decisions. Any reliance by you upon any advice, opinion, statement or other information displayed or distributed through the Sites is at your sole risk.
(f) Any use of the Services other than as specifically permitted above is prohibited.
6. Your content
(a) You are solely responsible for any Content that you upload to the Sites or transmit through the Sites, and you represent, warrant and agree that:
(i) Such Content will not be unlawful, harmful, threatening, harassing, defamatory, obscene, pornographic, vulgar, invasive of another’s privacy or right of publicity, infringing of a third party’s intellectual property rights;
(ii) Such Content will not be hateful, racially, ethnically, or otherwise objectionable, encouraging of conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law;
(iii) You have all necessary rights to such Content;
(iv) Such Content will not harm minors in any way, including transmitting content that violates federal, state, international or any other child pornography laws, child sexual exploitation laws or laws prohibiting the depiction of minors engaged in sexual conduct;
(v) You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any such Content;
(vi) Such Content will not contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software;
(vii) Interfere with or disrupt (or attempt to interfere with or disrupt) the Sites or servers or networks connected to the Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Sites; or
(viii) Provide any information to WGSN that is false or misleading, that attempts to hide your identity or that you do not have the right to disclose.
(b) However, you agree that WGSN will not be responsible for screening, policing, editing or monitoring any Content posted, viewed, transmitted, reproduced and/or distributed by any person using the Sites.
(c) Your sharing of your Content constitutes permission for use by the recipient according to the terms of this Agreement.
You acknowledge that the software, inventions, know-how, databases, data compilations, methods, processes, designs and architecture underlying the Sites (Technology) are protected by intellectual property rights. You agree that you will not (and will not allow any third parties to):
(a) Use any device, robot, spider, other automatic software or device, or any manual process, to interfere or attempt to interfere with the proper working of the Sites, or to monitor use of the Sites, without WGSN’ prior written permission;
(b) Take any action that imposes an unreasonable or disproportionately large load on the Sites infrastructure;
(c) Decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Technology (except that the foregoing restrictions shall only apply to the extent they are allowable under applicable law);
(d) Use any network monitoring or discovery software to determine the Sites architecture, or extract information about usage, individual identities or users;
(e) Circumvent, disable, or otherwise interfere with security-related features of the Sites, including any features designed to prevent, limit, or restrict use or copying of any Content; or
(f) Bypass robot exclusion headers or other similar measures WGSN may use to prevent or restrict access to, or caching of, the Sites.
THE SITE, INCLUDING CONTENT, IS PROVIDED “AS IS”, WITHOUT WARRANTY OR ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY REGARDING CONTENT, SERVICES, UNINTERRUPTED ACCESS, PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SITE, RESULTS OF USE OF THE SITE OR ANY SOFTWARE LICENSED TO YOU , OR THE AVAILABILITY OR ACCURACY THEREOF. SPECIFICALLY, WGSN DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.
9. Limitations of liability
(a) WGSN will not be liable to you in any manner whatsoever for any consequences of any delay or interruption in the delivery or updating of the Sites. Furthermore, WGSN shall not liable to you for any failure or delay in performing its obligations as a result of an event outside of the reasonable control of WGSN, its sub-contractors or suppliers (as applicable) (a Force Majeure Event).
(b) The Sites may contain advertising or sponsorships from time to time. WGSN is not responsible for the material provided by such advertisers and sponsors. Further, WGSN provides no assurances that it will not take advertisements or sponsorships from competitors of Client. Your correspondence or business dealings with, participation in promotions of, or access, purchase, or utilization of products or services offered by such advertisers or sponsors are solely between you and such third party.
(c) NEITHER WGSN NOR ANY OF ITS CONTENT PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THE SERVICES, INABILITY TO USE THE SITE OR ANY CONTENT ON THE SITE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING NEGLIGENCE) OR ANY OTHER CAUSE OF ACTION. THIS LIMITATION OF LIABILITY APPLIES (BUT IS NOT LIMITED TO) ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, OR THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF DATA. YOU SPECIFICALLY ACKNOWLEDGE THAT WGSN IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT WILL WGSN’s TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT INCLUDING THE SERVICES EXCEED THE GREATER OF £100 OR THE AMOUNT PAID BY YOU TO WGSN DURING THE 12 MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION ARISE.
10. Modifications to terms and conditions
(a) WGSN reserves the right to modify the terms and conditions of this Agreement (including those relating to your use of the Content). Any modification is effective 30 days after upon posting to the Sites or immediately upon distribution to Client via e-mail or conventional mail.
(b) Your continued use of the Services following the effective date of notice of any modification(s) to this Agreement shall be deemed an acceptance of all such modifications.
(c) Notwithstanding the foregoing, any modifications that have a material negative impact on you, other than modifications imposed on us by Content providers, shall not be effective until the end of the term of the then-current Purchase Document.
11. Term of agreement; termination; duration of term; automatic renewal
(a) This Agreement shall commence on the date on which WGSN accepts your application to use the Services and from which date the Client and Authorized Users shall have access to the Services. The Agreement shall continue:
(i) in respect of a subscription, for the period set forth in the Purchase Document (Initial Term) and thereafter shall continue for further periods equal to the Initial Term on each date following the end of your subscription unless terminated by you on providing 90 days’ prior written notice to WGSN; and
(ii) in respect of Consulting Services, until completion of the Consulting Services.
If WGSN in its sole discretion permits you to continue to use the Sites following expiration of the Purchase Document or a renewal period, the terms and conditions of this Agreement shall continue to apply in respect of such use.
(b) Notwithstanding the above, WGSN may terminate this Agreement or suspend your account at any time in the event that you have materially breached (or WGSN reasonably suspects that you have materially breached) any provision of this Agreement. At WGSN’s option, termination shall be effective after a reasonable cure period.
(c) If WGSN terminates this Agreement, or suspends your account for any of the reasons set forth above, WGSN will not refund any amounts that you have previously paid. Further, you shall remain liable for any amounts owed to WGSN pursuant to the then-current Purchase Document.
(d) Upon any expiration or termination of this Agreement, all rights and licenses granted herein shall terminate, except that you may continue to manufacture and sell products that incorporate Content and that were designed prior to such expiration or termination; provided that the foregoing rights shall not apply if you are a subscribing educational institution or Authorized User thereof. The provisions of Sections 8, 9 and 12 shall survive.
(e) These remedies are in addition to any other remedies that WGSN may have at law or in equity.
12. General provisions
(a) Entire Agreement. This Agreement, as modified by WGSN pursuant to Section 10, together with the Purchase Document, constitutes the entire agreement between you and WGSN and supersedes all prior agreements with respect to the subject matter hereof. The failure or delay by WGSN to enforce any provisions of this Agreement shall not be construed as a waiver of any of WGSN’s rights or operate as a waiver of any subsequent breach.
(b) Governing Law; Disputes. The interpretation and enforcement of this Agreement shall be governed by the laws of England (excluding its choice of law rules). You agree that any claim or dispute you may have against WGSN must be resolved by a court located in England.
(c) International Use. You agree to comply with all local rules of your country regarding online Conduct and acceptable Content. Please note that information published on the Sites may refer to products, programs or services that are not available in your country.
(d) Severability. If any term or provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining terms or provisions shall not be affected.
(e) Notices. Except as otherwise set forth herein, all notices required or permitted to be given pursuant to this Agreement shall be sent by e-mail to the appropriate party at the parties addresses contained in the Purchase Document or as otherwise agreed in writing between the parties. Such notice (if given by e-mail) shall be deemed effective three hours from transmission. In addition, WGSN may also give notice to the Client via the Sites, and such notice shall be deemed to be effective on the date it first appears on the Sites.
(f) Indemnity. The Client agrees to indemnify and hold WGSN and its employees, agents, officers, directors and other representatives harmless from and against all costs, losses, liabilities and expenses (including legal fees) which WGSN may suffer or incur, in connection with or arising from Client’s or any of the Client’s Authorized Users’ breach of this Agreement, use of the Sites, use of Content or unauthorized use of Client’s or any Authorized User’s user name or password.
(g) Assignment. You may not assign, sub-license or otherwise transfer any of your rights or obligations under this Agreement, by operation of law or otherwise.
(h) Anti-Bribery. You warrants that you shall (i) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; (ii) comply with such of WGSN’s anti-bribery and anti-corruption policies as are notified to you from time to time; and (iii) promptly report to WGSN any request or demand for any undue financial or other advantage of any kind received by or on your behalf in connection with the performance of this Agreement. Breach of this paragraph 12(h) shall be deemed a material breach of this Agreement.
(i) Interpretation. Sections and sub-section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. The words “include” and “including” are illustrative and not limiting.
14. Copyright compliance
If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Sites infringes your copyrights, you may submit a notification by providing WGSN with the following information in writing:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Sites are covered by a single notification, a representative list of such works at the Sites;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit WGSN to locate the material;
(iv) Information reasonably sufficient to permit WGSN to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of these requirements, your notice may not be valid.
15. Contact information
Any feedback, comments, requests for technical support or other communications should be directed to WGSN through your account manager or the facilities provided on the Sites.