Content Terms and Conditions
1. TERMS AND CONDITIONS
1.1 What these terms cover.
These are the terms and conditions on which we agree to supply “ISTARI Content” meaning blogs, articles, reports, publications, newsletters and other similar thought leadership materials or literature) to you. To the extent that you join any of our programmes or attend any events arranged by us, whether remotely or in person, these terms and conditions will also apply in respect of any ISTARI Content we may provide to you, together with any additional terms we may notify you of in writing.
1.2 Why you should read them.
Please read these terms carefully before you download and/or subscribe to receive ISTARI Content. These terms tell you who we are, how we may provide ISTARI Content to you, how you may end this contract and how we may change or end this contract, what to do if there is a problem and other important information.
1.3 Business Customer Acknowledgement.
You acknowledge that when you download and/or subscribe to receive ISTARI Content you are acting wholly or mainly for purposes within your trade, business, craft or profession and confirm that you are authorised to agree to these terms and conditions on behalf of your business. Accordingly references to “customer” or “you” in these terms and conditions means the business you represent or are employed by and so any protections afforded to individuals acting as consumers do not apply. If you believe that you are not a business customer or you have any questions then please contact us via either of the methods detailed in the “How to contact us” section of these terms and conditions.
1.4 Entire Agreement.
These terms (and any additional terms which we may include in any online user registration journey for the download or supply of ISTARI Content or which we otherwise notify you of separately in writing) constitute the entire agreement between us in relation to ISTARI Content we supply to you. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Unless we expressly agree otherwise in writing, you agree that our terms and conditions will take precedence in the event of any conflict or inconsistency with any general terms and conditions that your business requires to be incorporated by reference and that if those terms and conditions require deviations to be explicitly identified in order to take such effect then this paragraph will apply to satisfy that requirement in each case. If we supply ISTARI Content to you when you join any of our programmes or attend any events arranged by us, whether remotely or in person, these terms and conditions will take precedence with respect to our supply of ISTARI Content to you but in all other respects ISTARI’s Programme and Events Terms and Conditions will take precedence.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are.
We are Istari International (UK) Limited a company registered in England and Wales. Our company registration number is 12677982 and our registered office is at 8 Cavendish Square, Marylebone, London, W1G 0PD. Our registered VAT number is 345635195. We may use affiliates or sub-contractors from time to time to provide ISTARI Content to you but we will remain responsible to you for their and our performance.
2.2 How to contact us.
You can contact us by email at firstname.lastname@example.org or write to us at 8 Cavendish Square, Marylebone, London W1G 0PD if you have any questions or complaints about ISTARI Content. All legal notices you may send to us in relation to this contract must be sent to our registered office in writing addressed to ISTARI’s Chief Legal Officer with a copy sent by email for information only to email@example.com.
2.3 How we may contact you.
If we need to contact you we will do so either by telephone or by writing to you at the email address or business address which you provided to us during the online registration form (or which you subsequently notify us of in writing).
2.4 "Writing" includes emails.
When we use the words "writing" or "written" in these terms, this includes email.
3. OUR CONTRACT WITH YOU
3.1 When this contract takes effect.
A legally binding contract based upon these terms and conditions will come into existence between you and us either when you download ISTARI Content from our website or we email you to confirm that we have added you as a subscriber to receive ISTARI Content (as applicable).
3.3 If we cannot provide ISTARI Content.
If we are unable to provide ISTARI Content to you, we will inform you of this (and the relevant reason for not be able to do so) and our obligations to you will end. Reasons for not being able to provide ISTARI Content to you may include:
- because we have identified an error in the ISTARI Content which needs to be remedied or addressed; or
- because you do not meet any applicable eligibility requirements or we are unable to supply ISTARI Content to the region or country in which you are domiciled.
3.4 Alternative arrangements.
If you cannot receive ISTARI Content in the format or manner in which we intend to provide it then please contact us and we will try to make alternative arrangements to accommodate such circumstances.
3.5 Changes to this contract.
We may change these terms and conditions at any time and will notify you of amendments by uploading our revised terms and conditions on our website. It is your responsibility to refer regularly to this contract to familiarise yourself with any changes. You will be deemed to have accepted them if you access our website or continue to use or receive ISTARI Content after the updates have been made. If you do not accept the changes then you must notify us that you wish to end this contract so that we can stop supplying ISTARI Content to you.
4. OUR RIGHTS TO WITHDRAW OR MAKE CHANGES TO ISTARI CONTENT AND CANCEL ANY SUBSCRIPTIONS
4.1 Changes required by us.
We reserve the right at all times to vary or change ISTARI Content and/or subscriptions for the same without prior notice or liability to you for any reason including:
- to reflect changes in relevant laws and regulatory requirements;
- to implement technical adjustments (e.g. to address a security threat or vulnerability); or
- to improve ISTARI Content.
4.2 Suspension and cancellations.
We reserve the right to withdraw ISTARI Content and to suspend or cancel your subscription without liability to you for any reason. We will notify you that we have done so in such circumstances.
5. PROVISION OF ISTARI CONTENT
5.1 Provision and licence by us.
All ISTARI Content (including all images, logos, trademarks featured in the relevant content) is either owned or licenced by ISTARI and so when we supply ISTARI Content to you we licence you to access it and use it for internal information purposes only and subject always to you performing your obligations under this contract. We will be deemed to have completed our obligations to you when we supply you with ISTARI Content.
5.2 Receipt and use by you.
You accept that you will be responsible for keeping ISTARI Content safe from the date you receive it and agree to notify us immediately if you become aware of a possible infringement. You acknowledge that you may only use our content as further described in this contract and subject always to any instructions or licence conditions we may notify you of.
5.3 No guarantee.
We use reasonable care and skill when providing ISTARI Content to you but do not guarantee a fault-free performance nor that ISTARI Content will always be accurate, complete, available, uninterrupted, error free (including from viruses or other similar bad actor led technologies) or compatible with any specific applications, systems or devices you or your business may use. It is your responsibility to ensure that you are able to access and receive ISTARI Content, have suitable technical support and take appropriate steps to protect your business from cyber threats or attacks. You acknowledge that we provide ISTARI Content solely for educational purposes only and do not guarantee it will help you or your business address any particular issues or specific needs that you or your business may have.
5.4 No reliance or endorsement of third parties.
We will not be responsible to you or your business for any reliance placed by you or your business on ISTARI Content nor for any advice which we may be deemed by you to provide in the course of supplying the same and will not be responsible for any loss or damage caused by inaccurate, out of date or incomplete information or content. Further you acknowledge that certain ISTARI Content may involve content or information supplied by third parties and that we do cannot be held responsible for, the accuracy or reliability of any opinion, advice, statement, service, offer, information or content supplied by such third parties or your or your business’ reliance upon the same.
5.5 Defective content.
If you consider any ISTARI Content we have supplied to be defective and that we would be liable to you under applicable law or regulations (to the extent that our liability is not excluded by these terms and conditions) then you must notify us immediately and, where possible, give us a reasonable time to inspect and examine the same. We may elect (at our option) to repair or replace the defective content within a reasonable time or otherwise to withdraw or discontinue the supply of the relevant content. For the avoidance of doubt we will have no liability to you if:
- the defect has arisen due to fair wear and tear or your wilful damage or negligence;
- ISTARI Content has not been used for the purpose for which they were supplied; or
- you failed to follow any instructions we have given you in connection with the same.
6. YOUR OBLIGATIONS UNDER THIS CONTRACT
6.1 Authority to enter into this contract.
You represent and warrant to us that you have the right, power and authority to enter into this contract (including to bind the business which you represent to this contract) and that you will carry out and ensure that the business you represent carries out your and its responsibilities and obligations fully in accordance with this contract and all applicable laws and regulations.
6.2 Use of content and trademarks.
All rights in and to any content we may provide you in connection with this contract belong to us, our group companies or third party content providers and are protected by intellectual property laws and you will have no right to use them except for internal training or reference purposes within your business provided that you do not make any profit from the use of the material or information or make any other copies, or adapt, create any work derived from, republish, disseminate, transmit, make available to the public or otherwise exploit the same for any commercial purpose. For the avoidance of any doubt you must not use our or a third party’s trademarks without prior written consent from each party.
6.3 Use of software and our website.
6.4 You must compensate us if you breach this contract.
If you breach this contract you agree on behalf of your business that you and it will indemnify and hold us and our representatives, harmless against all costs, claims, damages, liability and expenses (including any professional fees) which we might incur as a result.
7. YOUR RIGHTS TO END THE CONTRACT
7.1 Ending this contract early.
You may end this contract at any time by providing notice to us in writing but your obligations will, to the extent that they have not been performed continue until you have completed them. We may require you to return, delete and/or destroy any ISTARI Content we have supplied to you.
8. RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
8.1 No limit or exclusion for certain types of liability caused by us.
Nothing in these terms will limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- any other matter which it would be unlawful for us to exclude or restrict liability.
8.2 Limits and exclusions for other types of liability caused by us.
Save as described in paragraph 8.1 or any other provision of this contract, we will not be liable to you or your business, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us (including but not limited to loss of business, contracts, revenue, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by you, even if we have been advised of their possible existence) and our total liability for all other losses arising under or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the sum of two hundred and fifty (£250) pounds.
8.3 Acknowledgement of limits and exclusions.
You acknowledge that notwithstanding that applicable law may impose restrictions on the extent to which liability can be excluded by agreement, you consider these terms to be fair and reasonable in the context of the supply by us of ISTARI Content to you and should be construed accordingly, to the maximum extent possible. For the avoidance of any doubt, except where these terms and conditions expressly state otherwise, to the fullest extent permitted by law, all warranties, guarantees, assurances, conditions, undertakings and other terms our services, products, programmes and events, whether express or implied, are excluded.
9. PERSONAL AND CONFIDENTIAL INFORMATION
9.1 How we will use your personal information.
We will only use your personal information in accordance with these terms and conditions, instructions which you provided to us (e.g. during the completion of a user registration form on our website) and as otherwise described in our privacy notice available on our website.
9.3 Duty to keep information confidential.
You agree to keep confidential these terms and conditions and all other information you receive from us in connection with the provision of ISTARI Content unless you are required to disclose it by law or we notify you that the information is no longer confidential.
10. OTHER IMPORTANT TERMS
10.1 We may transfer this agreement to someone else.
We may transfer our agreement with you to another organisation (including to a company within the ISTARI group of companies) without your consent. We will always notify you in writing if this happens.
10.2 You need our consent to transfer your rights to someone else.
You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing in advance.
10.3 Third Party Rights.
You agree that where ISTARI Content includes content or information supplied by a third party, that party may benefit from the terms and conditions you and we have agreed between us and may enforce them against you or your business in so far as it considers necessary to procure your compliance with these terms and conditions and protect its content and/or intellectual property.
10.4 If a court finds part of this contract illegal, the rest will continue in force.
Each clause of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
10.5 Even if we delay in enforcing this contract, we can still enforce it later.
If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you for breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date, including where we or you have ended this contract because, unless expressly stated otherwise, provisions of this agreement which are intended by implication to continue in effect after the termination or completion of this contract will remain in force and capable of being enforced.
10.6 Which laws apply to this contract and where you may bring legal proceedings.
Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) will, to the maximum extent permissible under the law of the territory that you are located in, be governed by and construed in accordance with the law of England and Wales and be subject to the exclusive jurisdiction of the courts of England and Wales.
Last updated: 1 May 2023