1. Definitions
    1. In these Terms and Conditions the following terms shall have the meanings set out below: “Micro Site” means any page on the Website and includes the Electronic Newsletter; “Downtown In Business Ltd.”, (registered address Suite 303, 3rd Floor, Cotton Exchange, Bixteth Street, L3 9JR, registered number 05046796) is referred to as “we”, “us” and “our”. “Trade Marks” means any of the registered or unregistered trade marks owned by Downtown In Business Ltd. that includes the “Website” www.downtowninbusiness.com.
    2. All terms and prices are current as of 21st February 2005 and are subject to change without notice.
    3. These Terms and Conditions and any quote submitted within these Terms and Conditions (together, the “Contract”) are between Downtown In Business Ltd. (“Downtown In Business”) and the customer to which these Terms and Conditions and any quote are delivered (“Buyer”).
  2. Agreement
    1. Buyer accepts this Contract by: (a) executing a separate agreement with Downtown In Business, which incorporates these terms and conditions; (b) paying the price for the Services, as agreed to by the parties and set forth in the invoice. Any counter offer or proposed addition to or supplement of, or any material variance from, these terms and conditions are hereby expressly objected to and rejected. If this Contract is responsive to a prior offer by Buyer, then this Contract shall be deemed an acceptance of such offer limited to the material terms and conditions stated in this Contract, and any additional or supplemental terms or any material variance from the terms and conditions of this Contract are expressly objected to and rejected. Any non-material variance from the terms of this Contract proposed by Buyer shall not operate as a rejection of this Contract, and shall be deemed a part of this Contract.
  3. Price
    1. Prices for the Services are described on Downtown In Business’ website and are effective for the period set forth in the quote or, if none, until otherwise changed, which may occur at any time without notice to Buyer. Buyer shall pay Downtown In Business the price for the Services as notified to Buyer in Downtown In Business’ invoice. Prices exclude all taxes, and therefore such prices are subject to increase in the amount of any such tax that Downtown In Business may be required to collect or pay upon the sale of the services. Prices are, and all payments shall be made, in the currency set forth on Downtown In Business’ website.
  4. Payment Terms
    1. Downtown In Business accepts cheques and credit cards. Unless prepaid or otherwise stated on the quote, invoice or order confirmation, payment terms for sales of Services are net 30 days after the date of Downtown In Business’ invoice. Buyer shall make all payments irrespective of whether Buyer has made or may make any inspection of any Services. Downtown In Business may cancel Services if Buyer fails to make any payment when due. Downtown In Business’ rights under this section shall be in addition to all other rights and remedies available to Downtown In Business upon Buyer’s default. Buyer shall be liable for all expenses attendant to collection of past due amounts.
  5. Force Majeure
    1. Downtown In Business shall not be liable for any delays in the delivery of services, due in whole or in part, directly or indirectly, to fire, act of God, strike, shortage of raw materials, supplies or components, retooling, upgrading of technology, delays of carriers, embargo, government order or directive, or any other circumstance beyond Downtown In Business’ reasonable control.
  6. Title
    1. Buyer hereby recognises that Downtown In Business retains all right, title and interest in (a) all intellectual property rights in and to the Services; (b) all processes, methods, formula, ingredients, designs, procedures and other practices used by Downtown In Business. Buyer hereby assigns to Downtown In Business all right (including intellectual property rights), title and interest it may now or hereafter possess or acquire in and to the Downtown In Business and in any derivative works of and improvements to the Services and agrees to execute all documents, and take all actions, that may be necessary to effect such assignment.
  7. Acceptable use Policy
    1. You agree to abide by all applicable laws, regulations and codes of conduct and ensure that any content uploaded or distributed or stored by you does not infringe the rights of others.
    2. All material on the Website and any material sent to you by e-mail or any other form from the Website (the “content”) or in any way relating to the Website belongs to Us. You may retrieve and display content from the Website on the Electronic Device on which you first accessed it or downloaded it, print a single copy of individual pages on paper and store such pages for caching purposes only, all for your personal and non-commercial use alone.
    3. We own the copyright and all other intellectual property rights associated with the content, save where otherwise stated.
    4. You may not do any of the following without prior written permission from us:
      1. reproduce the content (other than allowed under this Acceptable Use Policy), or modify or in any way commercially exploit any of the content;
      2. redistribute any of the content (including using it as part of any library, archive or similar service);
      3. remove the copyright or trade mark notice(s) from any copies of content made in accordance with these Terms and Conditions;
      4. create a database in electronic or structured manual form by systematically downloading and storing all and any of the content. Requests to republish, redistribute or syndicate content should be addressed to: change@downtowninbusiness.com.
      5. You acknowledge that we own the Trade Marks and that you may not use any of them without our prior written permission. Other product and company names and logos mentioned or displayed in the Website may be the trade marks, service marks or trading names of third parties.
    5. In accessing the Website, or any one of them, you agree not to:
      1. impersonate another person or use a false name or a name you are unauthorised to use or create a false identity or e-mail address or try to mislead others as to the identity or origin of any communications;
      2. modify, access or make available data stored on a computer device which you have accessed through our network (unless otherwise permitted by the Website or these Terms and Conditions);
      3. iii. make available or upload files that contain software or other material, data or information not owned or licensed to you or collect information about others (eg names/addresses) without their prior consent;
      4. damage, interfere with or disrupt access to the Website or do anything which may interrupt or impair their functionality;
      5. publish, post, distribute, disseminate or otherwise transmit defamatory, offensive, infringing, obscene, indecent or other unlawful or objectionable material or information;
      6. threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
      7. make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “trojan horses”, “worms” or any other harmful software;
      8. falsify the true ownership of software or other material or information contained in files made available via the Website;
      9. obtain or attempt to obtain unauthorised access, through whatever means, to the Website, other services or computer systems or areas of our networks;
      10. set up links from any website controlled by you to any Micro Site, except to the home page of a particular Website, without our express written permission.
    6. We retain the absolute right to prevent you from accessing the Website, without prejudice to any of our accrued rights, where we in our reasonable discretion consider that you are contravening our Acceptable Use Policy or any other term or condition of these Terms and Conditions, and we have informed you of your contravention or breach.
  8. Jursidiction
    1. It is your responsibility to ensure that your use of the Website is not contrary to the laws of your country of residence.
  9. Cancellation Rights
    1. If you have subscribed to the Website, or any service offered via the Website, no refund will be payable on any subscription payments arising out of your cancellation of the subscription. Your cancellation rights in respect to any goods or services offered by a third party will be subject to the terms and conditions of that third party.
  10. Payment
    1. It is your responsibility to ensure that your Electronic Device has the necessary technical specification to receive or use the Website, electronic newsletters and other electronic mail.
    2. All amounts payable must be paid in full in pounds sterling (unless otherwise indicated) without any deductions or set offs
    3. If any payment is not paid on time, your payment is rejected or refused or you default in payment, the amount owing will be treated as overdue and we will be entitled immediately to cease or suspend the provision of the relevant service to you until payment has been received.
    4. You must be the bill payer of the particular method of payment that you use to pay for any service, or alternatively you must get the prior permission of the bill payer.
  11. Events
    1. Where invoice is the elected payment method, payment is due upon receipt of an invoice and must be settled prior to the event.
    2. All events where a payment is required, payment must be received 7 days prior to event.
    3. Refunds can be requested 90 days prior to an event. Any request after this date will not be accepted.
  12. E-mail Policy
    1. We reserve the right to take such action as we in our sole discretion deem fit in respect of any electronic mail (“e-mail”) which contains threatening, abusive, malicious, pornographic, obscene, defamatory or otherwise illegal or inappropriate material. Unless you indicate to the contrary, all e-mails received by us from you are deemed to have been submitted, where appropriate, for publication, free of charge. If we decide to publish an e-mail from you on the Website we will incur no liability to you by doing so. We will not disclose any personal information under any circumstances of any of our staff. Where appropriate we will endeavour to respond to e-mails within 3 days of receipt, but give no warranty that we will respond to any e-mail sent to us.
  13. Our Liability
    1. You agree that we have no control over third party content and information which can be accessed using the Website and that we do not examine or edit the use to which you or others put the Website or the nature of the content or information being accessed and that we are excluded from all liability of any kind arising from such third party content or information. This applies to advertisements as well as websites offering goods or service. Except for death or personal injury caused by negligent acts or omissions, we shall only be liable to you for any loss or damage arising from your use of the Website which is a reasonably foreseeable consequence of a breach by us of these Terms and Conditions. We will not be liable for any loss or damage caused by us or our employees or agents in circumstances where:
      1. we are not at fault for the errors or inaccuracies; or
      2. the loss or damage is not foreseeable to both of us at the time of your initial acceptance of these Terms and Conditions; or
      3. iii. the loss or damage is a business loss or the losses were caused in the course of business, including losses relating to lost data, lost profits or business interruption.
    2. We cannot and do not accept any responsibility for the computer equipment and telephone services which you use to access the Website, or for the security of the same. You will be responsible for the security of your own computer system, and the transfer of any information from your computer system. We also cannot and do not accept responsibility for the loss or corruption of any material in transit, or the loss of or corruption of any material when downloaded onto any computer systems.
    3. Where we are liable to you for any loss or damages, we will not be liable for any increase in loss or damage resulting from a breach by you of any term of these Terms and Conditions. We reserve the right to remove any information/material we deem to be in breach of any of these Terms and Conditions without notice, and without prejudice to any other accrued rights, and/or to make available such information/material when required to do so by law or when requested to do so by regulatory bodies or law enforcement organisations. Any goods or services purchased or obtained or offered to you through use of the Website, whether accessed directly or otherwise, are provided subject to the terms and conditions of the supplier of those goods or services. As such, unless otherwise stated, we make no warranty whatsoever in relation to those goods or services. We provide the Website on an “as is” basis and make no representations or warranties of any kind as to the Website or the content. We make no representations or warranties about the accuracy, completeness or suitability for any purpose of the content published on the Website. Any liability, however it occurs, for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.
  14. Indemnity
    1. You agree to indemnify and hold us and any of our officers, employees and agents harmless from and against all and any expenses, losses, liabilities, damages, costs or expenses incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from your use of, or conduct on, the Website and/or a breach of the Acceptable Use Policy and/or any of these Terms and Conditions.
  15. Software and Security
    1. We are not responsible for any technical or other issues that may arise if you download software from an external third party website (eg Acrobat Reader) or upgrade your browser software to enhance your usage of the Website.
  16. Changes to These Terms and Conditions
    1. We reserve the right to make changes to any part of the Website. Due to our policy of updating and improving the Website, it may therefore be necessary to change these Terms and Conditions. If we do change the terms of these Terms and Conditions, we will update the date at the top of this page. If you use any of the Website after we have published such changes, you will be agreeing to be bound by those changes. If you do not agree to be bound by them, you should not use the Website.
  17. Advertising and Sponsorship
    1. The Website may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Website complies with applicable laws, codes and regulations. We exclude to the fullest extent permitted by law any responsibility for any error or inaccuracy appearing in any advertising or sponsorship material.
  18. Termination
    1. We may terminate the provision of any of the Website or restrict your access to them without any prior notice to you where (by way of example and without limitation):
      1. i. there is a regulatory or statutory change limiting our ability to provide a Website;
      2. any event beyond our reasonable control prevents us from continuing to provide a Website (for example, without limitation, technical difficulties, capacity problems and communications failures); or
      3. we consider in our reasonable discretion that you are abusing the services provided by a Website or are otherwise acting in breach of these Terms and Conditions and we have notified you of the abuse or breach.
  19. Additional Services
    1. From time to time we may provide games or other content for your downloading. However, the download time may vary considerably between the types of content and you agree that you are wholly liable and responsible for any telephone call and/or other charges incurred in downloading the same. However, we will use reasonable endeavours to notify you of the size/amount of the file/data and the likely download time for your information.
  20. E-commerce
    1. Your dealings with any third parties, in particular advertisers and/or merchants, via the Website, and any terms or conditions agreed with, or representations given by, such third parties, are solely between you and such third party. You agree that we are not liable for such dealings, and that you will be liable for any costs or damages that we incur, as set out in clause 9 above in relation to such dealings.
  21. Choice of Law and Jurisdiction
    1. These Terms and Conditions shall be governed by and interpreted in accordance with English law and you irrevocably agree that the courts of England shall (subject to the paragraph below) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with, these Terms and Conditions. We shall retain the right to bring proceedings as to the substance of the matter in any court or courts including, if appropriate, in the courts of your country of residence or, where these Terms and Conditions are entered into in the course of your trade or profession, the country of your principal place of business.
  22. General
    1. You may not assign, sub-license or otherwise transfer any of your rights under these Terms and Conditions without our agreement, which will not be refused without good reason. If any part of these Terms and Conditions is found to be invalid by any court having competent jurisdiction the validity of the remaining terms will be unaffected. If either party does not exercise any right or remedy under these Terms and Conditions, this will not be taken to mean that they have been waived.
  23. Contact
    1. If you have any queries concerning any part of these Terms and Conditions please contact us:
    2. By email, using the address change@downtowninbusiness.comBy post, using the address below:Downtown in Business Ltd.
      Suite 303, 3rd Floor
      Cotton Exchange, Bixteth Street
      L3 9JR
  24. Information Management
    1. We will use any personal data collected during your use of the Website in accordance with current UK data protection legislation and the data protection notice we provide to you when you give us your personal information.
  25. Security
    1. We take every precaution to protect your personal information. When we ask you to submit financial information, such as your credit card number, we use industry standard technology for secure commerce transactions. It encrypts data, including your credit card number. Most banks or credit card providers either cover all charges resulting from unauthorised use of your credit card or limit your liability to a maximum amount. Refer to your credit card agreement to check your coverage for liability. You are also advised to check your coverage for liability for unauthorised use of other cards such as debit cards. In addition, we have strict security protocols in place to protect our customer database, and only allow access to it when absolutely necessary, and then under strict guidelines as to what use may be made of such details.
  26. Miscellaneous
    1. This Contract and any other agreement or document entered into by the parties which incorporate these Terms and Conditions by reference, constitute the final, complete, exclusive and entire agreement between the parties and supercede all prior or contemporaneous agreements, written or oral, regarding the subject matter of this Contract. The failure of Downtown In Business to enforce at any time any of the provisions of this Contract shall not be construed to be a waiver of such provisions nor the right of Downtown In Business to enforce such provisions in the future. Buyer may not assign any rights under this Contract or this Contract in whole or in part without the prior written consent of Downtown In Business. Any prohibited assignment shall be null and void. The Contract shall inure to the benefit of successors in interest and permitted assigns. Downtown In Business may subcontract any of its obligations hereunder. If any provision of this Contract is found to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. The parties may only modify this Contract in a writing signed by both parties.