Membership Terms & Conditions
Parties/Agreement
These membership terms and conditions, and the Booking Form (together “the” or “this” “Agreement") are a legal agreement between Stylus Media Group Limited, a company incorporated in England and Wales with company number: 07053320 and having its registered office address at: John Carpenter House, John Carpenter Street, London EC4Y 0AN, United Kingdom (“Stylus” or “us”, “we” “our” etc.) and the organisation, firm, company or individual on behalf of which these membership terms and conditions have been agreed to by signing a Booking Form issued by Stylus or by accessing the Site (the “Member” or “you” “your” etc.). Use of the Services is subject to this Agreement, the individual signing the Booking Form, or accessing the Site confirms that he or she has reviewed this Agreement before proceeding and is authorised to agree to this Agreement on behalf of the Member. This Agreement applies to any Services, content or information which we supply or make available to you from the Site (or otherwise) or deliver in accordance with any Advisory Project. Please read this Agreement carefully before using our Site or ordering any Services. You should understand that by using our Site or ordering any of our Services, you agree to be bound by this Agreement. Each individual who accesses our Site also agrees to this Agreement in his or her capacity as an Authorised User or guest (where he or she is not an Authorised User).
Definitions
The following words and expressions shall have the following meanings in this Agreement:
“Additional Solutions” means any additional Services that may be ordered during the Minimum Term in accordance with clause 10 (“Change Control”) which may include but are not limited to Advisory Project(s) and /or upgrade to the Licensed Product.
“Advisory Project(s)” means an Advisory Project specific to your business to be delivered by our cross- industry experts to your business as set out in the Order.
“AI System” means our artificial intelligence functionality which is available to Authorised Users and Members of the Site and may be used to generate content using our Materials;
“Authorised User” means any person who has been given a User ID by or at the request of the Member;
“Booking Form” means a sales order produced by Stylus and provided to the Member detailing the Services to be provided by Stylus to the Member;
“Commencement Date” means the date upon which Services commence as specified on the Booking Form;
“Force Majeure Event” has the meaning shown in clause 8.1;
“Licensed Product” means the Services to be provided by us to you as set out in the Booking Form;
“Materials” means all materials on the Site, including those generated by the AI System;
“Membership Fee” means the membership fee as stated on the Booking Form or in accordance with clause 4.6 in respect of any Renewal Term;
“Minimum Term” means a minimum period of twelve months from the Commencement Date, or such other contract duration as set out in the Booking Form;
“Site” means the Stylus website at stylus.com and all other subdomains.
“Stylus Services,” “Services” or “our Services” means the content, materials, information and services made available from the Site and any other services available in accordance with the Licensed Product or delivered in accordance with an Advisory Project and any Additional Solutions from time to time;
“User ID” means a username and password issued by Stylus;
1. Licence
1.1 In return for your paying the Membership Fee, Stylus grants you the right for your Authorised Users to use and access the Licensed Product upon the terms and provisions of this Agreement.
1.2 Either Stylus or the Member (at Stylus’s discretion) shall allocate a User ID for each Authorised User to access the Site, but for the avoidance of doubt, neither of Stylus nor Member shall allocate a User ID which exceeds the maximum number of Authorised Users identified on the Booking Form.
1.3 This Agreement applies to the exclusion of all other terms, express or implied including any which may be put forward by the Member or that you may seek to impose or incorporate in any purchase order, or which are implied by trade, custom, practice or course of dealing unless a separate agreement has been signed by both parties.
1.4 Where there is a conflict or ambiguity between the terms contained in these Membership Terms and Conditions and terms contained in the Booking Form, the Booking Form shall prevail.
2. Your Warranties And Obligations
2.1 You warrant and confirm that all information provided to us by email or otherwise in writing is true and accurate in all material respects and you undertake to notify us immediately and, in any event within seven days, if any of that information changes.
2.2 All User IDs are personal to the Authorised User for which they have been issued only and must not be transferred or shared. Each Authorised User is only entitled to one username and password and may only access the Services using their members corporate email address. You agree that all User IDs will be kept confidential and must not be disclosed to any third party. You are responsible for any use or misuse of any User ID, and you will report to us any suspected misuse immediately.
2.3 You are responsible for the compliance by your Authorised Users with the terms and provisions of this Agreement and any breach by any Authorised User of the terms and provisions of this Agreement shall be considered a breach by you. You agree to put in place appropriate processes and procedures in order to monitor compliance with this Agreement by your Authorised Users.
2.4 You agree to notify us immediately if you become aware of any breach by any Authorised User of this Agreement.
2.5 You agree to indemnify us and keep us indemnified in respect of any losses, costs, charges and liabilities which we may suffer or incur by virtue of any breach by you or any of your Authorised Users of clause 3 of these Membership Terms and Conditions.
2.6 You agree to notify us immediately if you become aware of any infringement or potential infringement of any intellectual property rights in the Stylus Services.
3. Fees And Payment And Term And Termination
3.1 Stylus Services and all Materials including those delivered in any Advisory Project belong to us or our Licensors. You shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing that Stylus may consider necessary or desirable to protect the right, title and interest of Stylus in and to the intellectual property rights in any AI System generated content.
3.2 For so long as you are an Authorised User you may retrieve and display Materials from our Site and / or delivered by us on a computer screen, you may playback any video content, you may print individual pages on paper (but not photocopy them) and store such Materials and pages in electronic form on servers, PCs or other storage devices which are under the Member’s control or that of one of its Authorised Users for internal use in the Member’s business only. Authorised Users may use any of the Materials as source material (in internal reports to employees of the applicable Member) but only if they give full credit to Stylus as the source and include relevant trademark and copyright notices. External sharing of Materials is strictly prohibited. You are not permitted to copy the designs, trademarks or other content or intellectual property of any third party included in the Materials as this may result in legal action being taken against you by the owner. You are not permitted to make any recordings of us presenting at member events, our delivery of any Advisory Project(s) to you, or otherwise.
3.3 Except as expressly permitted as set out above, you may not resell, reproduce, modify or in any way commercially exploit the Materials. In particular, but without limitation, you are not permitted to do any of the following without our prior written consent;
3.3.1 redistribute any of the Materials to any person other than an Authorised User;
3.3.2 remove or alter any copyright notices, trade mark notices and other identification or disclaimers as they may appear on the Services, on the Site or on any print format thereof;
3.3.3 make copies of, create a database in electronic or other form by downloading and storing all or any of the Materials other than on a server or equipment under the control of the Member or an Authorised User as permitted under clause 3.2;
3.3.4 systematically make copies, electronic or otherwise, of multiple extracts of the Materials for any purpose;
3.3.5 distribute or display any Materials on any electronic network or otherwise, including without limitation the internet and the world wide web or otherwise commercially exploit the Materials.
3.3.6 alter or change any part of the Services and/or Materials or reverse engineer, decompile, modify, duplicate, create derivative works from, use electronic assessment tools on (including scraping and using spidering tools), frame, mirror, display, transmit or distribute the Services and/or Materials or any software.
3.3.7 Download or retain any Materials for use beyond the Minimum Term and any Renewal Term thereafter except where and to the extent required for legal or regulatory reasons only. Excess usage shall be subject to an additional fee as set out in clause 4.6 below.
3.3.8 You shall not use the Services and/or Materials to create content or engage in activities that directly compete with any Stylus Group Company’s products, services or business interests. For the purposes of this clause, a “Stylus Group Company” shall mean in relation to Stylus, any entity that directly or indirectly controls, is controlled by, or is under
© Stylus Media Group Limited | John Carpenter House, John Carpenter Street, London EC4Y 0AN, United Kingdom | Company Number: 07053320 VAT number: 987199053
common control with Stylus from time to time.
3.3.9 directly or indirectly extract, use, exploit, distribute, disseminate, copy, disclose or share with, or make available to third parties, modify or create derivative works from the Services for the purpose of developing, training or using any AI systems or related technology.
3.4 Requests for consent pursuant to clause 3.3 should be addressed to Stylus in writing.
3.5 For the avoidance of doubt, except for the license granted, Stylus retains and reserves all rights, title, ownership, and interest in and to the Services and any intellectual property therein.
3.6 You will not create or operate, or assist in the creation or operation, of services competitive or potentially competitive to the Services, provided that this prohibition does not apply to your use of services competitive to the Services.
3.7 All Stylus content and Materials must be deleted from all servers, PCs and other storage devices immediately on termination of this Agreement.
4. FEES, PAYMENT, TERM AND TERMINATION
4.1 You agree to pay us the Membership Fee, the Membership Fee is non-refundable. Invoices for the Membership Fee will be submitted to the Member annually in advance of the Commencement Date and each Renewal Date thereafter to the address you have provided to us and are payable within 30 days of receipt. Fees for any Additional Solutions requested by you during the Minimum Term will be payable within 30 days of receipt of the Invoice.
4.2 All payments required by this Agreement are stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value- added taxes (“VAT”) goods and service taxes (“GST”), excise, business, service and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively “Taxes”). The Member will be responsible for, and bear Taxes associated with the purchase of, payment for, access to or use of the Services. Taxes shall not be deducted from the payments to us, except as required in law in which case, the Member shall increase the amount payable as necessary so that after making all required deductions and withholdings, Stylus receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Each Party is responsible for and shall bear Taxes imposed on its net income.
4.3 Unless otherwise agreed on the Booking Form, fees for any Advisory Project exclude hotel, subsistence, travel and other ancillary expenses reasonably incurred by us in our provision of the Advisory Project.
4.4 Without prejudice to any other rights to remedies which we may have, if you fail to make a payment on time:
4.4.1 we may suspend all access to the Services;
4.4.2 you shall be liable for (and will pay to us on demand) any costs of collection which Stylus incurs including, without limitation, any legal fees in recovering the sums not paid on time.
4.5 The contract between us on the terms of this Agreement shall come into effect upon the earliest to occur of your signature of the Booking Form or you accessing the Site and shall continue for the Minimum Term and thereafter for additional consecutive periods of twelve months (or such other duration as set out in the Booking Form) commencing at the end of the Minimum Term (“Renewal Term”) unless and until this Agreement is terminated earlier in accordance with any of its other provisions.
4.6 The time for which you can access our Site as an Authorised User is as set out in the Agreement. However, Stylus reserves the right to suspend or terminate your access to and/or use of our Site at any time at its sole discretion with or without notice.
4.7 Either party may terminate this Agreement with effect from the end of the Minimum Term or any Renewal Term by giving written notice to the other party at least sixty days before the Minimum Term or any Renewal Term comes to an end. Unless otherwise stated on the Booking Form, the applicable Membership Fee for each Renewal Term will increase by the greater amount of (i) at least in line with the percentage increase in the Retail Prices Index in the preceding 12-month period for the Services licensed in the previous term including any Additional Solutions (or their nearest equivalent); or (ii) an amount equal to five percent (5%) of the Membership Fee in the period immediately before the Renewal Term, but in each case under (i) or (ii) excluding any Advisory Projects. If, during the 60 days prior to termination (howsoever caused) or non-renewal, you download data from the Services that is either (a) in excess of the data you have downloaded on average in a two month period in the prior six months by a factor of two or more; or (b) constitutes more than five percent (5%) of the total data available within the Services, then you will pay to Stylus an excess fee equivalent to the Membership Fee that would be due for a further renewal term of 12 months.
4.8 Without prejudice to Stylus’ right to terminate this Agreement pursuant to clause 4.5, Stylus may terminate this Agreement upon any breach of this Agreement by the Member or any of that Member’s Authorised Users.
5. DISCLAIMER, LIMITATIONS AND EXCLUSIONS OF LIABILITY
5.1 Without limiting your general obligation to comply with and accept the terms of the Agreement, you expressly agree and acknowledge that our Site is provided on the basis of and subject to the limitations, disclaimers and exclusions of liability in the Agreement and you agree to accept and be bound by them in all respects in relation this Agreement.
5.2 This Agreement sets out the entire liability and all obligations of Stylus. All conditions, warranties and other terms and provisions which might otherwise be implied by law are excluded from this Agreement.
5.3 We will endeavour to make the Services available at all reasonable times, but we do not guarantee that they will be available at all times, especially, but without limitation, as availability of our Site is dependent on the availability of communications and networks outside our control. We will not be liable if for any reason our Site is unavailable at any time or for any period. Stylus Services are provided “as is” and as available and we make no representations or warranties regarding the reliability, availability, timeliness, suitability, accuracy or completeness of the Services or deliverables. All conditions, warranties and other terms which might otherwise be implied by law are excluded to the fullest extent possible, from this Agreement.
5.4 Whilst parts of our Site are available to guests, access to many parts of our Site, and to our entire Site including to the Licensed Product, is limited to Authorised Users. Each Authorised User agrees to keep any user ID confidential and not disclose it to anyone else. We reserve the right to disable any user identification code or password at any time if in our opinion you, or any Authorised User have failed to comply with any of the provisions of this Agreement.
5.5 All Stylus Services are provided by way of general information and are not specific to any requirements you may have. Without limitation the Stylus Services do not amount to advice or recommendations, and you should not use them to make, or refrain from making, any decisions. You should not rely on the Services to provide you with any specific advice or returns.
5.6 Our Site may contain third party advertisements, directories or other third party material. It may also contain links to third party Sites. We are not responsible for any third-party advertisements, material or the content of any third party Sites and we accept no responsibility for them or for any damage that may arise from your use of them.
5.7 Subject to clauses 5.8 and 5.9, we do not accept any liability for any direct, indirect or consequential loss or damage incurred by you or by any Authorised User or guest in connection with our Site or in connection with the use, inability to use, or results of the use of our Site, any actual or alleged defamatory statements, any websites linked to it and any materials posted on it.
5.8 Subject to clause 5.9, we do not accept any liability for, without limitation:
5.8.1 loss of income or revenue;
5.8.2 loss of business;
5.8.3 loss of profits or contracts;
5.8.4 loss of anticipated savings;
5.8.5 loss of data;
5.8.6 loss of goodwill;
5.8.7 wasted management or office time; and for any other loss or damage of any kind, however arising and whether arising in tort (including negligence), by reason of breach of contract or otherwise, even if foreseeable.
5.9 We do not exclude liability for death or personal injury caused by our negligence, nor liability for fraud or fraudulent misrepresentation. We do not exclude any other liability which cannot be excluded or limited under applicable law.
6. CONFIDENTIALITY, SECURITY AND DATA PROTECTION
6.1 Each Party agrees to take reasonable steps to ensure that all personal data and information of a confidential nature (including any of the other Party’s intellectual property of a confidential nature) provided by the other Party under or in relation to the Agreement is kept confidential.
6.2 Without prejudice to clause 6.1, as part of Stylus’s performance of the Services, it and its providers may store and process personal data (relating to Authorised Users) as a data processor on behalf of you. Stylus’s privacy policy may be viewed at https://www.globaldata.com/privacy-policy/. Stylus agrees:
6.2.1 unless otherwise agreed with you, or required or permitted by law, (a) to process such personal data only as necessary for the purpose of performance of the Services under the Agreement; and (b) to improve the quality of our services and deliverables.
6.2.2 in its performance of the Services, to implement reasonable technical and organisational security measures to protect such personal data against unauthorised or unlawful processing and against accidental loss or destruction of, or damage to the same.
6.3 With regard to any personal data input by or collected from you or an Authorised User that may be stored or processed in the Site, such data will be stored and processed by Stylus in accordance with data protection legislation. The Service is a hosted online application, Stylus may therefore occasionally need to notify all Authorised Users of important announcements regarding the operation of the Services.
6.4 You acknowledge that Stylus may from time to time appoint one or more third Party providers to host the Services and your data, which may involve storage of data within a Cloud-based infrastructure. Whilst Stylus takes reasonable steps to ensure that such providers provide appropriate security guarantees, you acknowledge that there are security and data protection risks inherent with these services, and that data may not be stored within the European Union. Further information about these services is available upon request.
6.5 Stylus may store and process contact and account details of Authorised Users and other Member contacts for its own purposes, including provision of the Services, invoicing and payments, reviewing and enforcing compliance with the Agreement, and communicating with the Member and Authorised Users.
6.6 Stylus may also track individual Authorised Users’ use of the Services to assess compliance and use of the Services for product development purposes or otherwise if requested by you.
6.7 Following termination of any Services or the Agreement, Stylus shall be entitled to retain such records relating to the Services and the Agreement as it may reasonably require to maintain records of the Services, to comply with its legal obligations and to defend its legal rights.
7. NOTICES
7.1 All notices given by you to us must be given to Stylus Media Group Limited at John Carpenter House, John Carpenter Street, London, EC4Y 0AN, United Kingdom or to the e-mail address provided to you from time to time, with a copy to legal@globaldata.com. We may give notice to you at either the e- mail or postal address that you have provided to us. Notice may also be given to you by us on our Site. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter or three hours after having been posted on our Site. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the e-mail address of the addressee. For the avoidance of doubt, service of notice of legal proceedings by e-mail will be an invalid form of notice.
8. EVENTS OUTSIDE OUR CONTROL
8.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our control (“Force Majeure Event”).
8.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our control and includes in particular (without limitation) the following:
8.2.1 strikes, lock-outs or other industrial action;
8.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
8.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
8.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
8.2.5 impossibility of the use of public or private telecommunications networks;
8.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
8.3 Our performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We may terminate this Agreement in any event if any Force Majeure event lasts for one month or more.
9. NON SOLICITATION AND EMPLOYMENT
9.1 You shall not, without our prior written consent, at any time from the Commencement Date to the expiry of 12 months after the termination of the Agreement, solicit or entice away from Stylus or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of Stylus in the provision of the Services.
9.2 Any consent given by Stylus in accordance with clause 9.1 shall be subject to you paying to Stylus a sum equivalent to 30% of the then current annual remuneration of Stylus’s employee, consultant or subcontractor or, if higher, 30% of the annual remuneration to be paid by you to that employee, consultant or subcontractor.
10. CHANGE CONTROL
10.1 You may order Additional Solutions during the Minimum Term or any Renewal Term. Any Additional Solutions will be agreed to by you signing a Booking Form issued by Stylus or by accessing the Additional Solutions.
11. EFFECT OF MERGER OR ACQUISITION.
If you acquire, or are acquired by, or merge with a business entity which also is a member of the Services, and if the license terminates before the license of the other business entity terminates, then the term will extend until the end of the term of the other license, and the Membership Fee payable under the extended term will increase, on a pro rata basis, by five percent (5%) over the then-applicable Membership Fee.
12. GENERAL
12.1 If we fail, at any time to insist upon strict performance of any of your obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
12.2 We may add your name and logo to a list of our customers for use in marketing and promotion materials, collateral, presentations and publications.
12.3 You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time.
12.4 A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
12.5 Where a Booking Form has been signed, this Agreement may be varied at any time, if the variation is agreed in writing by both parties. Where a Booking Form has not been signed, then Stylus may revise these Membership Terms and Conditions by amending this page from time to time. You are expected to check this page from time to time to take notice of any changes Stylus has made, as they are binding on you. Some of the provisions contained in these Membership Terms and Conditions may also be superseded by provisions or notices published elsewhere on our Site.
12.6 If any of these terms and conditions or any provisions of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
12.7 This Agreement represents the entire agreement between us in relation to its subject matter and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
12.8 We each acknowledge that, in entering into this Agreement, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us prior to such Agreement except as expressly stated in this Agreement.
12.9 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of this Agreement (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in this Agreement.
12.10 This Agreement or any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.