These terms and conditions (together with the documents referred to in it) govern your use of our web site, whether as a guest or a registered user. By using our web site, you accept these terms of use in full and agree to comply with them.

By using this site you confirm that you have authority to bind any business on whose behalf you use our site or purchase services.

Other applicable terms

These terms and conditions refer to the following additional terms, which also apply to your use of our website:

Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

Our Cookie Policy, which sets out information about the cookies on our site.

These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

If you submit content to our site (such as a press release or image), or submit a [Request for Information] using our [Request Service] we will ask you to expressly agree to our terms of use.

Information about us

www.ace.media is a site operated by Brave Software Limited trading as Ace Media (“We”). We are registered in England and Wales under company number 8224589 and have our registered office at Langton House, 81 High Street, Battle, East Sussex TN33 0AQ.

You may contact us by telephoning our customer service team at 0330 223 3710 or by e-mailing us at support@ace.media.

Accessing our site

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

Ace Media does not warrant that your use of the web site or Services will be uninterrupted or error-free; or that the Services and/or the information obtained by you through the web site or Services will meet your requirements.

We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and website may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

You are responsible for making all arrangements necessary for you to have access to our site.
You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Your account and password

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@ace.media.

Using our Site, Requests for Information and Uploading content

Submission of and responding to Requests for Information

As a registered user (“Authorised User”) you may respond to [Requests for Information (RFI)] through the Your dashboard’ page. Whilst we moderate Requests for Information, these are provided for information purposes only.

Any submissions of Requests for Information must comply with our Acceptable Use Policy. Your RFI will be individually reviewed for approval usually within 24 hours or on the next working day, whichever is sooner, following receipt on grounds of relevance, appropriateness and adherence to our terms.

Without prejudice to our other rights under these terms of use, we reserve the right to reject or delete RFI at our sole discretion. If we accept your RFI then, it will remain published on our website for the relevant period set out on our website or until you remove it, subject to termination or deletion in accordance with our terms, by us.

Where you make contact with other users of our site in respect to Requests for Information or otherwise, we have no control over and make no warranties or representations and shall have no liability or obligation in respect to such interactions which you undertake solely at your own risk. Any agreement entered into and any transaction completed with any third-party or other user is between the users / the relevant third party, and not Ace Media.

For more information on Requests for Information, please see our ‘More Information’ page.

Free and Paid for Services

You will be notified of our free services and how they apply to you. During any Trial Period you will be granted access to certain parts of our web site services without charge. At the end of any Trial Period your access to the services will be withdrawn unless you have entered into a Subscription Term with us.

If you subscribe to our site, our Subscriber Terms (as detailed below and amended from time to time) will apply. Before ordering any services from our site you will be asked to agree to these terms. Our full service web site is only available to registered subscribers who have signed up to a Subscription Term.

Use of and Uploading Content

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

Uploading Content

Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, reproduce, adapt, publish, store and copy that content and to distribute and make it available to third parties.

You are responsible for the content and accuracy of all content you upload to our website or services

We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.

We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website. In all cases we reserve the right not to publish submitted material or to remove it after publication, entirely at our own discretion.

You warrant that any material (including without limitation text, images, audio material, video material and audio-visual material) complies with our Acceptable Use Policy, and you will be liable to us and indemnify us for any breach of this warranty.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

Your Customer data – This clause is relevant to paying subscribers only

Customer Data: the data inputted by the Customer, Authorised Users, or Ace Media on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

You own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

Ace Media shall follow its archiving procedures for Customer Data as set out in our Back-Up Policy In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Ace Media to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Ace Media in accordance with the archiving procedure described in its Back-Up Policy. Ace Media shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Ace Media to perform services related to Customer Data maintenance and back-up).

Ace Media shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data.

No reliance on information

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.

You acknowledge that some of the information published on this website is submitted by users, and that we do not usually review, approve or edit such information. We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.

SUBSCRIPTION TERMS

Definitions:

Authorised Users: those employees of the Customer who are authorised to use the Services.
Customer: the business or individual paying the Subscription Fees and detailed on the Order Form
Customer Data: the data inputted by the Customer, Authorised Users, or Ace Media on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Initial Subscription Term: the initial term of this agreement as set out in Schedule 2.
Order Form: the order form detailing the services ordered and to be provided.
Renewal Period: the period described in clause 14.1.
Services: the online subscription services provided by Ace Media to the Customer under this agreement via [INSERT WEB ADDRESS] or any other website notified to the Customer by Ace Media from time to time.
Subscription Fees: the subscription fees payable by the Customer to Ace Media for the User Subscriptions, as set out in paragraph 1 of Schedule 1.
Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services in accordance with this agreement.

How the contract for services is formed between you and us

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions.

Ace Media shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.

User Subscriptions

Our subscriber pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

Subject to you purchasing User Subscriptions and the other terms set out in this agreement, Ace Media hereby grants you a non-exclusive, non-transferable right to permit Authorised Users to use the web site and Services during the Subscription Term.

In relation to the Authorised Users, you undertake that the maximum number of Authorised Users who access the Services shall not exceed the number of User Subscriptions you have purchased.

Our acceptance of your Order

After you place an order for access to our Services, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. We will confirm our acceptance to you by sending you an e-mail which provides you access to the services you have purchased. The Contract between us will only be formed when we send you this confirmation.

For paid for services, you must pay Subscription Fees in advance, in cleared funds, in accordance with the instructions on our web site.

If we are unable to supply you with a service or process your order we will inform you of this by e-mail and we will not process your order. If you have already paid for the services, we will refund you the full amount paid as soon as possible.

Price of Subscription Services

The prices for services will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Services are correct at the time when the relevant information was entered onto the system. Prices for our Services may change from time to time, but changes will not affect any order you have already placed.

It is always possible that, despite our reasonable efforts, some of the services on our site may be incorrectly priced. If we discover an error in the price of the services you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.

How to pay - Charges and payment

The Customer shall pay the Subscription Fees to Ace Media for the User Subscriptions in accordance with this clause and your order form.

The Customer shall on the provide to Ace Media valid, up-to-date and complete credit card details or approved purchase order information acceptable to Ace Media and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

(a) its credit card details to Ace Media, the Customer hereby authorises Ace Media to bill such credit card:
(i) for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
(b) its approved purchase order information to Ace Media, Ace Media shall invoice the Customer
(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
(ii) at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
and the Customer shall pay each invoice within 30 days after the date of such invoice.

If Ace Media has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Ace Media:

(i) Ace Media may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and Ace Media shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(ii) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to Ace Media’s invoice(s) at the appropriate rate.

Ace Media shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions at the start of each Renewal Period upon 90 days’ prior notice to the Customer.

Customer Warranties

You warrant that you shall:

(a) comply with all applicable laws and regulations with respect to its activities under this agreement;
(b) ensure that the Authorised Users use the Services and website in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(c) ensure that its network and systems comply with the relevant specifications provided by Ace Media from time to time; and
(d) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Ace Media’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

Acceptable Use of the Services and website

You shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services or website that:

  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
  2. facilitates illegal activity;
  3. depicts sexually explicit images;
  4. promotes unlawful violence;
  5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
  6. in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Ace Media reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

You shall not:

  1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or website in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  2. access all or any part of the Services or website in order to build a product or service which competes with the Services and/or website; or
  3. use the Services and/or web site to provide services to third parties; or
  4. unless otherwise agreed, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or website or any content available to any third party except the Authorised Users, or
  5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or website other than as permitted in writing.

You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Ace Media.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.

You must not use data collected from our website or our directory to contact individuals or companies or other organisations (for any reason).

You must not use data collected from our website or our directory for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

SUSPENSION AND TERMINATION

Breach of Acceptable Use Policy

We will determine, in our discretion, whether there has been a breach of our acceptable use policy or our tems through your use of our site. When a breach of our Acceptable Use Policy has occurred, we may take such action as we deem appropriate.

Failure to comply with our acceptable use policy constitutes a material breach of our terms, and may result in our taking all or any of the following actions:

Immediate, temporary or permanent withdrawal of your right to use our site.
Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
Issue of a warning to you.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
Further legal action against you.
Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of our acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

General breaches

Without prejudice to our other rights under these terms, if you breach these terms of use in any way, or if we reasonably suspect that you have breached these terms of use in any way, we may:

send you one or more formal warnings;
temporarily suspend your access to the website;
permanently prohibit you from accessing the website;
block computers using your IP address from accessing the website;
contact your internet services provider and request that they block your access to the website;
bring court proceedings against you for breach of contract or otherwise;
delete and/or edit any or all of your directory or website submissions; and/or
suspend and/or delete your account with the website.

Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

SUBSCRIPTION TERM and TERMINATION

Your agreement for subscriber services shall, unless otherwise terminated earlier in accordance with this agreement, commence on the date Services are first made available to you fro access and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 30 days or 3 months (as detailed in your Order Form) (each a Renewal Period), unless:

either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

Without affecting any other right or remedy available to it, Ace Media may terminate this agreement with immediate effect by giving written notice if:

You fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
you commit a breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) you fail to remedy that breach within a period of 15 days after being notified in writing to do so;
you suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or otherwise suffer any event or proceeding that has, in Ace Media’s opinion an effect equivalent to insolvency or you suspend or ceases, or threatens to suspend or cease, carrying on all or a substantial part of your business; or there is a change of control of your business or the Customer.

On termination of this agreement for any reason: (i) all licences granted under this agreement shall immediately terminate; (ii) Ace Media may destroy or otherwise dispose of any of the Customer Data in its possession unless Ace Media receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Ace Media shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Ace Media in returning or disposing of Customer Data;

On termination of this agreement for any reason, any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

Cancelling your account with us

You may cancel your account with us by following the instructions detailed above.

We may cancel your account with us without cause by giving you at least 30 days’ written notice of cancellation. Where we cancel your account on this basis, you will be entitled to a (pro-rated) refund of any element(s) of the charges paid to us in respect of the provision of services during any period after the date of effective cancellation of your account (and we will calculate the amount of such refund using any reasonable methodology).

Limitation of our liability

Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, howsoever arising under or in connection with:

use of, or inability to use, our site / Services; or
use of or reliance on any content displayed on our site / Services.
loss of profits, sales, business, or revenue;
business interruption;
loss of anticipated savings;
loss or corruption of data, information or software;
loss of anticipated savings
loss of business opportunity, goodwill or reputation; or
any special, indirect or consequential loss, costs, charges, expenses or damage.

To the extent that the web site and information and services on our web site are provided free-of-charge, we will not be liable to you for any loss or damage of any nature.

Except to the extent not excludable by law, Ace Media’s total aggregate liability in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 6 months immediately preceding the date on which the claim arose.

We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms of use, or arising out of any claim that you have breached any provision of these terms of use.

Force majeure

Ace Media shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Ace Media or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Ace Medias or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance

If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

Entire agreement

This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

Assignment

You shall not, without the prior written consent of Ace Media, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

Ace Media may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Notices

Any notice or other communication given by you to us, or by us to you, under or in connection with the agreement shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am] on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
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 specified e-mail address of the addressee.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).