Terms of Website Use for Users (before 1 Jan, 2009)

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.

2.1

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.

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.

4.1

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.

5.2.1

(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.

(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.

6.5

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.

6.7

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.

7.1

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.

(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.

(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.

9.1

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

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.

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.

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.

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.

(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

15.2

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.

(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.

17.1

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.

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.

18.4

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.

18.7

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.

TERMS AND CONDITIONS (before 1 Jan, 2009)