1. These Terms and Conditions
1.1 By accessing this web site and the services thereby provided (the "Services") you agree to these Terms and Conditions between you and SOYL ("SOYL").
1.2 Access to the Services shall be conditional upon full compliance with these Terms and Conditions and you are required to read these Terms and Conditions in full.
1.3 SOYL may amend these Terms and Conditions from time to time and you agree to the Services being provided subject to the Terms and Conditions as amended.
1.4 Any amendment to the Terms and Conditions shall be posted complete with the date of posting on the web site.
2. Compliance with Rules and Regulations
2.1 By accessing the Services you agree to comply with any rules and regulations applying to those Services over and above those contained in these Terms and Conditions ("Rules and Regulations").
3. Home Jurisdiction and Governing Law
3.1 By accessing the Services you agree that the Services are and shall be deemed to be provided from England and that the laws of England shall apply to provision of Services, save where otherwise expressly agreed in writing.
3.2 You hereby agree to submit to the non-exclusive jurisdiction of the Courts of England in relation to any dispute or other matter for determination arising in connection with the Services and agree to waive any right to claim forum non conveniens.
4. Intellectual Property Rights and Treatment of Information
4.1 In the course of accessing the Services, you will be granted access to certain information provided by SOYL, its Affiliates and certain third parties (the "Service Information"). SOYL shall use all reasonable endeavours to ensure that such Service Information is accurate and current. You acknowledge and agree that SOYL does not warrant or represent that such Service Information shall be accurate, complete or reliable and shall not be held liable for any reliance which is placed upon it. SOYL's web site may contain links to other web sites developed and maintained by third parties. These links are provided solely for your convenience and SOYL do not endorse or approve the linked web site, its content or the third party maintaining such web site. Further, SOYL is not responsible for such sites and cannot guarantee the accuracy of their content.
4.2 The Service Information is provided to you solely as part of the Services and may contain copyrights, trademarks, designs, patents or other intellectual property rights belonging to SOYL, its Affiliates or certain third parties. You agree to deal with the Service Information only in the course of your proper use of the Services and acknowledge that all intellectual property rights in or derived from the Service Information shall remain with SOYL. Save as otherwise agreed in writing or as specified on the SOYL web site, no licence or right is granted to you by implication or otherwise, to the Service Information and you will not attempt to profit from such intellectual property rights in a manner inconsistent with the intentions of SOYL in providing you the Services.
4.3 You acknowledge that, without prejudice to the rest of this paragraph 4, the copyright in the SOYL web site belongs to SOYL. In the event of permitted copying, you shall not change or delete any author attribution, trademark legend or copyright notice.
4.4 You agree that the content, format, features, tools, capabilities, appearance and structure of the SOYL web site (including the general types of information selected and the Service Information) is and shall be deemed confidential information. You agree to keep all such information confidential save where the same comes into the public domain without breach of a confidentiality obligation or is independently developed by a third party with no access to such SOYL information.
4.5 During the course of accessing the Services certain of your proprietary information (the "Customer Information") may be provided to SOYL. You agree that any Customer Information is so provided without restriction or need for further licence, consent or authorisation from you or any third party and is provided without breach of any obligation of confidentiality or of any third party's intellectual property rights.
4.6 You hereby consent to SOYL dealing with the Customer Information for all purposes connected with the Services, including the compilation of data about the Services and your use thereof. Further, you consent to SOYL sharing the Customer Information with its Affiliates for the purpose of offering you further products and services in connection with your business.
4.7 SOYL will only use the Customer Information in a manner other than as stipulated in paragraph 4.6 above with your prior consent. Further, SOYL will treat that part of the Customer Information which is personal data for the purposes of the Data Protection Act 1998 in a manner consistent with the requirements of that act.
4.8 You hereby acknowledge that you shall be liable for the accuracy and completeness of the Customer Information.
4.9 You acknowledge and agree that SOYL shall have the right, but not the obligation, to monitor the content of all parts of SOYL's web site.
5. Provision of the Services
5.1 SOYL reserves the right in its sole discretion to amend the nature or extent of any of the Services or to terminate or replace any of them in their entirety. You agree that SOYL shall have no liability for any loss or damage, direct or indirect, resulting from the amendment, termination or replacement of any of the Services.
5.2 If you are located in a jurisdiction where either access to or provision of the Services (or any part thereof) is illegal or contrary to public policy, the Services shall not be deemed offered to you and you should cease to access the Services (or the relevant part thereof).
5.3 SOYL may terminate your access to the Services forthwith upon breach by you of any of these Terms and Conditions or any of the Rules and Regulations. If access is terminated, you undertake not to attempt to gain further access to SOYL.
6.1 You acknowledge and agree that the internet is an inherently unstable environment and absolute security cannot be guaranteed by SOYL. You agree to hold SOYL harmless against losses or claims against it made by you or any third party in respect of any breaches of internet security, save in the case of SOYL's gross negligence or wilful misconduct. You also acknowledge SOYL's unqualified right to amend its security systems when it deems appropriate.
7. Misuse of SOYL
7.1 You agree not to use the SOYL web site for any illegal or illicit purpose and not to transmit any item which is offensive, threatening or salacious or which is of a sensitive nature (including as to racial or ethnic origin, religious beliefs, health or criminal records) or which infringes or violates any law or any third party's rights.
7.2 You agree not to transmit any item containing a virus or other computer program likely to cause damage or disruption to SOYL.
7.3 You agree not to interfere with the SOYL web site (including by linking, spamming or framing), nor to use any automated process to copy or monitor activity on the site.
8.1 You acknowledge and agree that use of the Services is free of charge and shall be entirely at your own risk. Subject to the terms of this paragraph 8, you agree that neither SOYL nor its Affiliates shall be liable for any loss or damage whatsoever suffered by you or any third party as a result of your access to and use of the Services whether as a result of negligence, misrepresentation or otherwise, irrespective of whether such loss or damage was foreseeable or previously brought to the attention of SOYL.
8.2 Further, you agree that neither SOYL nor its Affiliates shall have any liability for: (a) corrupted data or e-mails; (b) unavailability or sufficiency of the Services (to include the accuracy, validity, completeness or timely delivery of any Service); or (c) third party misuse of any SOYL data.
8.3 You agree to indemnify and keep indemnified SOYL, its Affiliates and all directors, employees and agents thereof against all losses and damages suffered by them resulting from your access to and use of the Services save in the case of SOYL's gross negligence or wilful misconduct.
8.4 Nothing in paragraph 8 shall be deemed to attempt to limit SOYL's liability for death or personal injury resulting from SOYL's negligence.
8.5 SOYL's web site is provided "as is" and all implied representations and warranties (other than those incapable of exclusion, restriction or modification) shall be hereby excluded, including those relating to fitness for purpose.
8.6 You agree that the exclusion of liability contained in this paragraph 8 is reasonable in light of your relationship with SOYL.
9. Entire Agreement and Miscellaneous
9.1 These Terms and Conditions shall constitute the entire agreement between you and SOYL.
9.2 All prior agreements relating to the Services shall be superseded hereby and no previous representations, oral or written, shall be deemed incorporated herein.
9.3 If any part of these Terms and Conditions shall be deemed invalid or unenforceable for any reason by any competent authority, then the remainder shall remain valid and enforceable and, where necessary, the parties shall in good faith agree replacement provisions.
9.4 Rights of access to SOYL's web site granted hereby shall not be assigned by you without the prior written consent of SOYL. These Terms and Conditions shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assigns. Failure by SOYL to enforce any of its rights shall not constitute a waiver of any of such rights.
10.1 An Affiliate is a company controlling (directly or indirectly) or controlled by or under common control with SOYL. "Common control" for these purposes shall mean direct or indirect beneficial ownership of 50% of the share capital of that entity.
11.1 A notice served upon SOYL shall not be effective unless given in writing, delivered by e-mail and received by SOYL at its e-mail address from time to time.
11.2 Any notice given to you shall be effective when given in writing, by e-mail, to your last notified e-mail address.