Terms and Conditions

earlywarning Subscription Agreement

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY. ACCESS TO THIS WEBSITE IS ON THE BASIS THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AS AMENDED FROM TIME TO TIME.

1.Definitions

In this Agreement (except where the context otherwise requires) the words and expressions set out below shall have the following meanings:
Agreement means this Agreement together with any supplemental terms and conditions on the Website from time to time.
Application means the registration form to be completed by you.
Bank means bank, building society or other financial institution (at which you have an account) from which you wish to pay for access to the Website by direct debit.
Content means all information and material capable of being represented on a computer or Internet website including without limitation code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages and files.
Distance Selling Regulations means the Consumer Protection (Distance Selling) Regulations 2000.
earlywarning means earlywarning Ltd.
Effective Date means the date (whichever is later) when earlywarning (i) accepts your Application and (ii) receives payment of the Subscription from you.
Initial Term means either six months or one year commencing from and including the Effective Date.
Intellectual Property Rights means copyrights, patents, trade marks, service marks, design rights, database rights, semiconductor topography rights, proprietary information rights and all of other similar proprietary rights whether registerable or unregisterable as may exist anywhere in the world in the Content belonging to earlywarning or its licensors.
Material Adverse Change to the Service means a material deterioration in editorial quality or a drop in the number of stories published of more than 20% when comparing one three months period with another
Password means such passwords and other identifying details as are necessary in order for you to access the Website.
Renewal Date means the date one year after the Effective Date.
Renewal Term means the term of either six months one year.
Subscription means the annual fee to be paid for access to the Website at the beginning of the Initial Term and each Renewal Term.
User means any person authorised by you and notified in writing to earlywarning.
User list or Users means the list of users assigned to a corporate subscription by the corporate subscriber
Website means the Internet website www.earlywarning.com.
you means the subscriber entering into the Agreement with earlywarning, and your shall be construed accordingly.
In this Agreement, unless the context otherwise requires:
references to Clauses and Sub-clauses are to the clauses and sub-clauses in this Agreement, as may be amended in accordance with this Agreement;
the Clause or other headings are for convenience only and shall not affect the interpretation of this Agreement;
words implying the singular include the plural and vice versa and words implying a gender include every gender; and
1.2.4 references to a person include an individual, firm, company, corporation, unincorporated body of people, or any agency of the above.

2. Access to the Website

You agree that the terms of this Agreement are binding on you from the Effective Date. You agree that submitting an Application and paying the Subscription is an offer by you which earlywarning is free to accept or reject in its sole discretion.
In the event that your Application is accepted, earlywarning shall as soon as reasonably practicable and in any event no later than 30 days after the Effective Date:
issue to you a Password. Any Password shall be issued for your and your Users' use only and shall not be transferable. You shall keep it strictly confidential. earlywarning reserves the right to change your Password from time to time on reasonable notice to you.
allow you access to the Website using the Password.
If for any reason, earlywarning is unable to comply with the time limits in Clause 2.2, it shall inform you as soon as reasonably practicable. [If earlywarning is unable to comply, it shall provide you with a full refund of the Subscription earlywarning will pay any such refund to you as soon as is possible and in any event within a period of 60 days after the Effective Date.]
In consideration for payment of the Subscription, you will be granted a limited non-exclusive licence solely for your personal use (subject to clause 2.5 below) to view and download Content from the Website to your computer and to print a single hard copy of Content from the Website for your own personal reference. The continuance of this licence is dependant on your compliance with the terms and conditions of this Agreement.
In respect of business users the Website must only be accessed by the User and no other person or entity. You and/or the User must not use the content or information obtained from the website other than in the ordinary course of your business. You and/or the User must not make any profit on the use of that content other than would be ordinarily made in the course of your business. For the avoidance of doubt you must not make, sell or copy any of the content without the prior written approval of earlywarning.
You acknowledge that all copyright in the Contract is the property of earlywarning and you agree not to distribute such content to any third party or otherwise infringe such copyright.

3. Amendment of terms

earlywarning may modify, change or alter the terms of this Agreement from time to time at its sole discretion. You agree that any amended terms and conditions will be binding and effective 30 days after they have been posted on the Website. You agree that your continued use of the Website after any such modifications to the Agreement become effective indicates your agreement to these modifications. You acknowledge that if you do not agree to any such modifications, you may terminate this Agreement in accordance with its terms.
In the case of a Material Adverse Change to the Service you will have the right to terminate with 30 days notice under the Provisions of Termination below
You undertake to always review the most recent versions of this Agreement on the Website.

4. Warranties

Except insofar as is prohibited by law, earlywarning excludes all express or implied warranties including without limitation any warranties as to fitness for purpose of any Content and any express or implied warranties that might arise from a course of dealing, usage or trade practice.
earlywarning warrants to you that the Service will be provided using reasonable care and skill. earlywarning will use its reasonable endeavours to ensure that the website is accessible 24 hours a day, 7 days a week. However, you accept that the Website may be subject to downtime caused by routine or emergency maintenance or development by earlywarning or downtime occasioned by third parties or circumstances beyond earlywarning's control.
4.3 earlywarning takes care to ensure that the Content of the Website is clear, accurate and easy to read, but earlywarning cannot accept responsibility for inaccuracies, incompleteness, errors or omissions in respect of such Content. In particular, the financial information appearing on the Website serves to inform you and does not constitute investment advice, a recommendation to buy, sell or hold any particular shares, assets or securities or other legally binding recommendation. Content should not be relied upon for important personal, financial or business decisions, and you should consult an appropriate professional for advice which is specifically tailored to your particular circumstances.
earlywarning gives no warranty as to the freedom of the Website from errors, defects or viruses.
Where Content has been supplied by third parties, earlywarning tries to ensure that those third parties take reasonable care in providing the information. However, earlywarning does not verify the information and cannot guarantee that it is correct.
You warrant that you:
(a) have all necessary power and authority to enter into this Agreement; and
(b) (in the case of individuals) are over 18 years of age.

5.Limitation of liability

Nothing in this Agreement shall exclude or limit the liability of earlywarning for:
(a) death or personal injury resulting from its negligence or the negligence of any of its servants or agents;
(b) fraudulent misrepresentation; or
(c) any other liability which is prohibited from being excluded by law.
Subject always to Clause 5.1, you acknowledge and agree that earlywarning will have no liability whatsoever under this Agreement, including without limitation any liability to you or any third party for:
(a) any losses whatsoever caused by downtime to the Service; or
(b) any direct, indirect, special, or consequential damage of any kind arising (whether arising in tort, contract or otherwise and whether arising from the negligence of earlywarning or its employees or agents or licensors) out of actions which you take based on Content; or
(c) any damage of any type suffered as a result of the loss of confidentiality of information stored on the Internet.

6.Indemnity

You shall fully indemnify and hold harmless earlywarning from any claims, liabilities and expenses (including without limitation legal expenses) arising as a result of or in connection with any breach of this Agreement by you, including but not limited to any unauthorised use by a third party of your Password. You shall inform earlywarning immediately if you have any reason to believe that your Password has become known to anyone else or is being used, or is likely to be used in an unauthorised manner.
You shall indemnify earlywarning against any unauthorised use of any password or other identifying details by you or any third party obtaining those details through you.

7. Your obligations

In order to access the Website, you must obtain access to the Internet (either directly or through devices that access web-based content) and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet including without limitation a computer and modem or other access device.
You acknowledge that the Subscription is exclusive of any telecommunication fees. All telecommunication fees incurred by you in connection with access to the Website remain solely and at all times your responsibility.
You agree to pay the Subscription as set out in greater detail in Clause 11 of this Agreement.
You agree to comply with all other obligations contained in this Agreement.

8. Proprietary rights

Your use of the Website does not give you any rights in relation to any Intellectual Property Rights.
You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
You acknowledge and agree that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated.

9. Privacy policy and data protection

You warrant that all of your personal data and contact details are accurate and complete and warrant to keep this data up to date. You agree that earlywarning may send notices or other information to you at your address or e-mail address. Subject to this Agreement earlywarning will not pass your data to other companies without your express prior written consent. For the purpose of this Agreement, consent communicated in your Application or by e-mail or through the relevant Website pages shall be considered express prior written consent.
If you breach this Agreement earlywarning may take such steps as it considers appropriate and proportionate to investigate and resolve any relevant matters. Without limitation, you hereby authorise earlywarning to use your personal data and other information relating to your use of the Service in connection with any such investigation including disclosing it to any third party whom earlywarning considers has a legitimate interest in any such investigation or its outcome.
You may be subject to a credit reference check. You hereby authorise earlywarning to disclose any information you provide to a licensed credit reference agency (which will retain a record of the credit check).
[The Website creates a cookie (a small piece of computer code) which is sent to and stored on your computer containing a unique session identifier. It is used to record site usage statistics. The web server collects information obtained through the use of cookies by identifying how many times the site has been visited and which parts of the site have been visited. You can disable the use of cookies by modifying your browser settings.]

10.Duration

Unless terminated earlier in accordance with its terms this Agreement will commence on the Effective Date for the Initial Term.
The Agreement continuing past the Renewal Date for the Renewal Term is subject to all relevant terms and conditions as may be imposed by earlywarning including without limitation successful completion of any applicable authentication procedure and payment of the Subscription at the time of renewal.

11. Fees

In consideration for access to the Website and the licence granted at Clause [2.4], you agree to pay earlywarning the Subscription. earlywarning reserves the right to alter the Subscription (which will become effective so far as you are concerned on the Renewal Date.
You must pay the Subscription prior to earlywarning allowing you access to the Website. You agree to pay for access to the Website annually in advance.
Payment of the Subscription must be by a valid credit or debit card or by direct debit and you must provide your credit/debit card or Bank details when you submit your Application. You are solely responsible for such credit card debit card or bank information which you provide to earlywarning and must promptly inform earlywarning of any changes thereto.
The Subscription will automatically be debited from your credit/debit card or Bank account.
All fees include VAT. ( WHERE APPROPRIATE) You agree to pay all value added, sales and other taxes (other than taxes based on earlywarning's income) related to the Service or payments made by you hereunder.
The Subscription is due and payable immediately in pounds sterling to earlywarning and (save as set out in Clause 2.2 and Clause 12.2) is non-refundable and non-creditable. If the Subscription is not paid in respect of any Renewal Term, you will not be allowed access to the Website and your password will be suspended.
Neither earlywarning nor you shall be entitled to set off any credit against any amount owed to that party by the other under the terms of this Agreement or under any other agreement.
Unless (in your Application or subsequently) you have notified earlywarning that you do not wish to participate in earlywarning's automatic renewal process you agree that if you initially, or in connection with a renewal, paid for the Service by credit card, debit card or direct debit, earlywarning is authorised (but not obliged) to automatically take payment from your credit card, debit card or by direct debit and renew the Service on or before the Renewal Date. You may 'opt in' to earlywarning's automatic renewal process in your Application or in accordance with the instructions on the Website. Unless you have 'opted out' of the automatic renewal process earlywarning will provide you with at least fifteen (15) days' notice of its intention to take payment.
If you have questions or concerns regarding payments please contact subscription

12. Distance Selling Regulations

Under the Distance Selling Regulations you have a right to cancel your Application and obtain a full refund, provided that you have not visited the Website.
Subject to Clause 12.1, to cancel your Application you must e-mail or write to earlywarning before the expiry of seven working days beginning with the day you submitted your Application, [quoting your application number]. earlywarning shall provide you with a refund as soon as possible and in any case within a period not exceeding 30 days beginning with the day on which you give notice of cancellation.
For the purposes of the Distance Selling Regulations, earlywarning is obliged to provide you with the following information:
(a) the supplier of the Service is earlywarning Limited of 2 Conduit Street, London. W1S 2XB;
(b) a description of the Service can be found at Clause 2;
(c) the price for the Service is detailed at Clause 11, together with the arrangements for payment;
(d) the minimum duration of this Agreement is one year;
(e) you may address any complaints or queries about after-sales service to earlywarning's address above or email subscriptions ; and
(f) your contractual rights to cancel this Agreement are set out in Clause 12.2.

13.Termination

n the case of a Material Adverse Change to the service you may terminate this Agreement and request a pro-rata refund by giving at least one month's prior notice to earlywarning. Such notice shall be made by either mail, registered mail, fax or by emailing subscriptions. Notices to terminate must include:
(a) your account name;
(b) your login and Password; and
(c) [the reason for cancellation.]
Notice to terminate shall not affect the accrued rights of the parties as at the date of termination.
Subject to Clause 2 and 12.2, you will not be entitled to a refund of the Subscription or any pro-rated part of the Subscription in the event you terminate this Agreement prior to the Renewal Date.
In the case of your non-payment of the Subscription (including without limitation you disputing payment of the Subscription with your credit/debit card issuer or Bank or if your means of payment has been declined) earlywarning reserves the right to deny you access to the Website.
earlywarning reserves the right to immediately deny you access to the Website if earlywarningg in its sole discretion concludes that you have engaged in illegal activities, in activities or sales that may damage the rights of earlywarning or others or have violated or threatened to violate the terms of the Agreement or any other agreement you may have with earlywarning.
Subject to Clause 13.6 any termination of the Service by earlywarning under this Agreement will take effect immediately and you will not be entitled to a refund of the Subscription or any pro-rated part of the Subscription.
earlywarning may terminate the Service at its discretion and in the absence of any breach of the terms of this Agreement by you, in which case you agree that your sole remedy will be the refund by earlywarning to you of a pro-rata amount of the Subscription you have already paid for access to the Website for the current year.
You agree that earlywarning may suspend, cancel or transfer the Website to:
(a) correct mistakes made by earlywarning or a sub-contractor; or
(b) to resolve a dispute under any of earlywarning's terms and conditions from time to time in force.

14. Maintenance and support

You can obtain assistance with technical difficulties that may arise in connection with the Website or your use of it by emailing subscriptions. earlywarning reserves the right to impose limitations on the extent of such support and the hours at which it is available.

15. No waiver

earlywarning may at any time strictly enforce the requirements and limitations of this Agreement and earlywarning's failure to do so does not in any way waive those requirements or limit earlywarning's rights to enforce them.

16. Rights of third parties

The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

17. Entire agreement

This Agreement and the documents referred to in it contain the entire agreement between the parties relating to its subject matter and save in respect of any fraudulent misstatement supersede all prior representations, agreements, arrangements or understandings relating to such subject matter between the parties, whether written or oral. The parties acknowledges that they are not relying on any representation, agreement other than the agreements referred to in this Agreement, term or condition that is not set out in this Agreement.

18. Invalidity

If any provision or part of this Agreement is held to be invalid, amendments to this Agreement may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this Agreement to the maximum extent permissible under applicable law.

19. Assignment

earlywarning reserves the right to assign or otherwise transfer any rights or obligations under this Agreement. You are not entitled to assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of earlywarning.

20. Force Majeure

earlywarning shall be under no liability for any failure, delay or omission on its part if the same arises from any cause beyond earlywarning's control including, but not limited to, Acts of God, acts or regulations of government or other authorities, war, fire, strikes or other industrial disputes, power failure, failure of telecommunication lines connections or equipment, of failure or defects in any hardware or software owned or supplied by third parties.

21.Governing law and jurisdiction

This Agreement shall be governed by the laws of England and Wales and the parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of England and Wales.