Terms and Conditions for Subscription of the Megabuyte™ Services
This page (together with the documents referred to on it) tells you the terms and conditions (“Terms”) on which we supply any of the Megabuyte™ Services (“Services”) (further defined below) to you. Please read these Terms carefully. You should understand that by using any of Our Services, you agree to be bound by these Terms.
Where ordering Forum membership or requesting a free trial of the Services electronically, you will be required to confirm your acceptance of these Terms before being provided with access. All Services are provided subject to these terms and conditions (including where we provide Services to you on a “free-trial” limited duration basis). We will send you a link to these terms and conditions when accepting your order. Please understand that if you do not accept these terms and conditions, You should notify us promptly and you will not be able to receive any Services from us. You should store a copy of these terms and conditions for your reference.
Note the licence restrictions in clause 4 (which limit the way that you may use Content), the disclaimers in clause 11 (which contain important limitations on the way you may use our Services) and the limitations on liability in clause 12. Please also note that these Terms encompass all the Services, although you may in fact have only subscribed to some of these. Please therefore read these Terms carefully bearing this in mind. If you are a consumer, please also note your right to cancel which is described in clause 9.
You or Your: the person, firm, corporation or other organisation entering into a Contract with Us by accepting these Terms. Where the context so requires, "You" or "Your" includes Your Authorised Users.
Us, We, or Our: IS Research Limited, TA Megabuyte.
Contract: the contract between You and Us for the supply of Services in accordance with these Terms, which is comprised of the Order Confirmation and these Terms, as well as the Usage Guidelines and Company Report Distribution Guidelines, where applicable.
Authorised Users: includes without limitation any person who accesses the Services via You.
Company Analysis: Our in-depth company analysis and view of a company’s market environment, competitive positioning, financial dynamics and strategic development.
Company Reports: an additional Service whereby (a) if You are a company about which we have published a report as part of our Content, and (b) if You also hold a current Premium Plus and/or Premium Extra Subscription, You may use that report that is about You in accordance with the licence terms set out in clause 4.5.
Company Report Distribution Guidelines: the guidelines incorporated within the Usage Guidelines with which You and Your Authorised Users must comply when using an Own Company Report (if applicable in accordance with the terms of the Contract), as available on Our Site (and as may be amended from time to time).
Content: the content which You may access in accordance with Your subscription to Services (as specifically set out in the Order Confirmation) , which may include news, analysis, Corporate Activity Reports, Peer Group Reports and information provided by Us to You including Company News, Company Analysis, Sector Commentary, and company profiles, people profiles and deal profiles, whether by e-mail, on the Site, or in downloadable pdf format.
Corporate Activity Reports: Our reports specifically addressing M&A, private equity and capital markets trends within the UK and global technology sector.
Daily Newswire: Our daily email (delivered at approximately 0900 on week days only, and, subject to an overall minimum of 230 working days per calendar year) providing breaking news and the first view of the day on company results, trading updates and M&A activity as well as Our interpretation of the morning’s events and their implications.
Forum Member: a subscriber of the Megabuyte Forum that (unless We in Our absolute discretion determine otherwise in accordance with clause 3.1) fulfils one or more of the following requirements:
- a main board director of a UK based technology company with revenue in its last financial year in excess of £5m (or holds an equivalent senior position as We may in absolute discretion deem acceptable); and/or
- an investor and subscriber of the Premium Plus Services; and/or
- a sponsor of Megabuyte Forum events or research.
Order Confirmation: has the meaning assigned to it in clause 3.1.
Own Company Report: has the meaning assigned to it in clause 4.5.
Peer Group: a classification We use in Our Content, to identify peer groups determined by sector or industry.
Peer Group Reports: Our report of the financial performance, share price and valuation trends and corporate activity relevant to a particular Peer Group.
Pricing Category: the available pricing categories for the Services as determined by the number of Authorised Users to be given access to the Services, which are set out as follows:
- Small Team: Up to 5 Premium, Premium Extra or Premium Plus Authorised Users;
- Standard: 6 to 10 Premium, Premium Extra or Premium Plus Authorised Users;
- Enterprise: 11 to 20 Premium Plus or Premium Extra Authorised Users and up to 200 Premium Authorised Users;
Sector Commentary: Our industry commentary encompassing Peer Group dynamics, technology trends, M&A, capital markets and private equity activity in the technology sector.
Subscription Period: the period throughout which We shall provide the Services to You, in accordance with the Contract.
Services: the services agreed the Contract, as set out in the Order Confirmation. Such Services may include the following, subject at all times to and as expressly identified in the Order Confirmation:
- Basic Services: available to all Forum Members, the provision of Company News, Company Analysis and Sector Commentary headlines delivered via the Daily Newswire; and/or
- Premium Subscription Services: provision of subscription services, and Company News, Company Analysis, and Sector Commentary delivered either via the Daily Newswire or on the Site, including a rolling two-week online archive; and /or
- Premium Extra Subscription (Peer Group Plus) Services: provision of subscription services, including the Premium Subscription Services together with Peer Group Reports and Company Reports for one or maximum two selected Peer Groups, ; and/or
- Premium Plus Subscription Services: provision of subscription services, including the Premium Subscription Services together with full access to the Megabuyte Database, Peer Group Reports for all Peer Groups, Corporate Activity Reports, and Company Reports; and/or
- Megabuyte Forum Services: provision of Content (including Megabuyte Forum Newswire, Sponsored reports and survey based research) and selective invitations to attend Megabuyte Forum events.
Site: Our website currently located at www.megabuyte.com.
Subscription Fee: the subscription fee for the Services to be provided under the Contract, as specified in the Order Confirmation.
Subscription Period: the period in respect of which a Subscription Fee is payable for any Services, as specified in the Order Confirmation and as may be renewed in accordance with the Contract.
Usage Guidelines: the guidelines with which You and Your Authorised Users must comply when using Our Content and Services, as available on Our Site (as may be amended from time to time).
Your Order: has the meaning assigned to it in clause 3.1.
2. Information About Us
2.1 The Site is a site operated by IS Research Limited. We are registered in England and Wales under company number 06177639 and with Our registered office at The Granary, Home Farm, Ridge Lane, Rotherwick, Hampshire, RG27 9AX, United Kingdom. Our main trading address is The Blade, Abbey Square, Reading RG1 3BE. Our VAT number is 912 8138 34.
3. How the Contract Is Formed Between You And Us
3.1 After placing an order with Us by telephone or email, You will receive correspondence from Us by email summarising the details of the Services that You request from Us, and including a link to these Terms and to the Usage Guidelines and Company Reports Distribution Guidelines (if applicable). You will then have to email us to confirm the terms of such request, and this email will serve as a formal offer from you (“Your Order”), requesting to purchase the services described in Your Order from us, subject at all times to these Terms. All orders are subject to acceptance by Us. Once We have received and verified Your Order, We will confirm Our acceptance of such offer to You by sending You an e-mail or communication that the Services have been activated (the "Order Confirmation"). The Contract between Us will only be formed when We send You the Order Confirmation. Some Services are only available to subscribers that meet criteria prescribed by Us as set out in these Terms or on the Site, unless We in Our absolute discretion determine otherwise subject to the payment of an additional charge.
4. Authority and Licence for Use of the Services
4.1 We authorise You and Your Authorised Users to use the level of Services agreed in the Contract and to access the Content applicable to that level of Services, for which You agree to pay Us the Subscription Fee (where applicable).
4.2 This authority and licence starts when You receive Your Order Confirmation and ends:
(a) upon expiration of the Subscription Period; or
(b) if the Contract is terminated under clause 13, upon termination.
4.3 Subject to clause 4.4 and clause 4.5, :
(a) Your Authorised Users may search, view and print out material containing Content for the individual use of that Authorised User, at all times for Your internal business purposes;
(b) make available copies of extracts only of articles and reports from Our Content to third parties on a reasonable, non-systematic basis, provided that it is not, in Our reasonable opinion, commercially prejudicial to Us and does not and would not reduce the need for third parties to pay for Content directly, at all times subject to crediting Us and third parties as applicable and further subject at all times to (and provided that any such usage is consistent with) Our disclaimer as set out in clause 11. You may not reproduce entire articles which form part of Our Content at any time and for any purpose, unless We otherwise agree in advance in writing (and such agreement is at Our sole discretion) or where You have the express right to do so under (and subject to the terms of) clause 4.5.
4.4 Any use of Content by You is subject at all times to Your compliance with: (i) Our Usage Guidelines, which Usage Guidelines shall be available on the Site and also sent to You as a link together with the Order Confirmation; and (ii) the following conditions (a) to (e). You shall not (and You shall ensure that Your Authorised Users shall not):
(a) remove any copyright proprietary notices or trade mark notice or any other disclaimers from Our Content;
(b) edit or change the context of any Content;
(c) reproduce the Content except as expressly permitted under clause 4.3(b) (or, if applicable, under clause 4.5);
(d) use the Content for any commercial purposes without Our prior written consent;
(e) use the Content in any way which is or could be construed as investment advice or which is in any way inconsistent with Our disclaimer as set out in clause 11.2;
(f) distribute Content either (i) externally; or (ii) internally beyond the agreed number of Authorised Users for Your chosen level of Services as agreed in the Contract (which restriction applies to, but is not limited to, the forwarding of Company Reports or the Daily Newswire to anyone who is not an Authorised User) except in the case of subscribers to the Enterprise Pricing Category for which there is no restriction on distribution internally.
4.5 Special Licence for Use of Own Company Report
If (a) You have a current subscription for the Premium Extra Subscription (Peer Group Plus) or Premium Plus Subscription Services and (b) We have produced Content about You which consists of a report that is written by Us about You that We have labelled “Licensed for redistribution” (Your “Own Company Report”) You may circulate such Own Company Report to third parties, provided such circulation is of the Own Company Report labelled ‘Licensed for redistribution’ only, in its entirety, and that such circulation complies with the provisions of clause 4.4 and is further strictly in accordance with the Company Report Distribution Guidelines. The aforementioned right to circulate to third parties is restricted to circulation of the Own Company Report labelled ‘Licensed for redistribution’ and nothing in this clause grants the right to distribute to third parties any Company Reports labelled ‘Subscriber Only’, or any other Content whatsoever.
5.1 Your right to access the Site and receive the Services is conditional on paying the applicable Subscription Fee.
5.2 Payment of the Subscription Fee must be made by You, by the due date stated in Our invoice, by means of bank transfer to Our nominated bank account details which shall be supplied to You in advance, following notification by You of your chosen payment method.
6. Your Obligations
6.1 By placing Your Order with Us, You warrant that (if You are contracting in an individual capacity):
(a) You are legally capable of entering into contracts; and
(b) You are at least 18 years old.
6.2 You will ensure that Authorised Users comply with these Terms as well as the Usage Guidelines and Company Report Distribution Guidelines, as applicable. You will not, and will ensure that Your Authorised Users do not:
(a) copy, print out or otherwise reproduce any Content nor any material relating to part of the Services, except as permitted under the Contract or authorised by Us in writing;
(b) make any part of the Content or of the Services available to anyone whose principal place of work is not one of Your organisation’s sites, except as permitted under the Contract or authorised by Us in writing;
(c) purport to assign or otherwise dispose of Your rights under the Contract.
6.3 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Content or Services using accounts created with Your username and password. You must notify Us immediately if You become aware that Your account security has been compromised in any way.
6.4 You acknowledge and agree that We and Our licensors own all intellectual property rights in the Content and the Services. Nothing in these Terms or the Contract grants You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Content, Services or any related documentation.
6.5 Subject to clause 10.1, You will defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with Your use of the Content or Services, provided that:
(a) You are given prompt notice of any such claim;
(b) We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and
(c) You are given sole authority to defend or settle the claim.
6.6 You are responsible for configuring Your information technology, computer programmes and platform in order to access and receive the Services. Notwithstanding Our obligations in clause 10.3, You should use Your own virus protection software.
6.7 By submitting any individual's personal information to Us or Our affiliates, service providers and agents, You agree, and confirm Your authority from such other individual, to Our collection, use and disclosure of such personal information for the purpose of providing the Services to You and for sending You information about Our products and services from time to time. You may unsubscribe from such communications at any time. We take Your privacy issues seriously. Therefore if You have any queries or concerns, please contact Us at The Blade, Abbey Square, Reading, RG1 3BE or firstname.lastname@example.org.
6.8 You agree to keep Us updated with Your contact details, and acknowledge that Our ability to deliver the Services to You is dependent on You doing so.
7. Visitor Material and Conduct
7.3 You are prohibited from posting or transmitting to or from the Site any material:
7.3.1 that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
7.3.2 which constitutes or encourages conduct that would be considered a criminal offence, gives rise to civil liability, or would otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
7.3.3 which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
7.4 You may not misuse the Site (including, without limitation, by hacking).
7.5 We shall fully co-operate with any law enforcement authorities or court order requesting or directing Us to disclose the identity or locate anyone posting any material in breach of clause 7.2 or clause 7.3. We shall have the right to remove from the Site any material which is, or may be, in breach of any of the provisions of clause 7.2.
7.6 If You have subscribed to the Premium Plus Subscription Services You may have access to the Megabuyte People database. Information on individuals featured on Megabuyte People is compiled from publicly available records. We strive to ensure that all information is as accurate and up-to-date as possible. You have a right to require Us to correct inaccurate information about You on Megabuyte People. Please notify Us where information about You on Megabuyte People is inaccurate. We will use reasonable endeavours to verify Your requests and remove information as We consider appropriate. Therefore if You have any queries or concerns, please contact Us at The Blade, Abbey Square, Reading, RG1 3BE or email@example.com.
8. Links To And From Other Websites
8.1 Links to third party websites on the Site are provided solely for Your convenience. If You use these links, You leave the Site. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If You decide to access any of the third party websites linked to the Site, You do so entirely at Your own risk.
8.2 If You would like to link to the Site, You may only do so on the basis that You link to, but do not replicate, the home page of the Site, and subject to the following conditions:
8.2.1 You do not remove, distort or otherwise alter the size or appearance of the Megabuyte logo;
8.2.2 You do not create a frame or any other browser or border environment around the Site;
8.2.3 You do not in any way imply that We are endorsing any products or services other than Our own;
8.2.4 You do not misrepresent Your relationship with Us nor present any other false information about Us;
8.2.5 You do not otherwise use any Megabuyte trade marks displayed on the Site without Our express written permission;
8.2.6 You do not link from a website that is not owned by You; and
8.2.7 Your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
8.3 We expressly reserve the right to revoke the right granted in clause 8.2 for breach of these Terms and to take any action that We deem appropriate.
8.4 You shall fully indemnify Us for any loss or damage We suffered or any of Our group companies for breach of clause 8.2.
9. Consumer Rights
9.1 If You are contracting to receive the Services as a consumer (acting for purposes wholly or mainly outside Your business), then You have the right to cancel the Contract at any time within fourteen days after We send You the Order Confirmation, and to reimbursement of any payments You have made.
9.2 Subject to clause 9.4, upon formation of the Contract, You expressly request that We commence provision of the Services to You immediately and if the Services are fully performed within the first 14 days after the date when We send You the Order Confirmation, You acknowledge that You will lose your right to cancel the Contract pursuant to clause 9.1 at the point that the Services are fully performed.
9.3 Subject to clauses 9.2 and 9.4, if You exercise Your right to cancel the Contract in the first 14 days pursuant to clause 9.1 then We may charge you for reasonable costs, by reference to the Services supplied prior to the cancellation. To the extent that this reasonable sum is less than the amounts We have received from You, We will reimburse You accordingly.
9.4 If you notify Us in writing within 24 hours of receiving the Order Confirmation that You do not wish the Services to begin until after the 14-day cancellation period has expired, We will not begin to perform the Services until the expiration of such 14-day cancellation period, and any payments made to Us during that period will be reimbursed if You cancel the Contract pursuant to clause 9.1 during that period.
10. Our Obligations
10.1 We warrant that You will not infringe any third party intellectual property rights by receiving the Content and using it in accordance with the Contract. We will indemnify You against losses, costs or expenses You may incur as a result of any claim that such use of the Content by You infringes any third party intellectual property rights, provided You notify Us within a reasonable time of any such claim being made, provide Us with reasonable co-operation in relation to the defence and settlement of such claim, afford Us the sole authority to defend or settle such claim and do not make any admissions or statements which compromise Our position in such claim.
10.2 The foregoing states Your sole and exclusive rights and remedies, and Our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right, right of confidentiality or other intellectual property right.
11. WARRANTY AND DISCLAIMER
11.1 We warrant that We will use reasonable care and skill in preparing the Content. However, You acknowledge that the Content is for informational purposes only and is not intended to be relied on as advice. You rely and act on any Content at Your own risk, and assume sole responsibility for results obtained from the use of the Content and for conclusions drawn from such use.
11.2 We are not authorised by the Financial Conduct Authority to advise on investments or to carry on any other regulated activity under the Financial Services and Markets Act 2000 and accordingly we do not provide investment advice. No information supplied by Us to You in the course of providing the Services constitutes advice on the merits of buying, selling, subscribing for or underwriting any investment (or exercising any rights to do so) and nor should it be interpreted as doing so. If You require investment advice We recommend that You contact an independent adviser who is authorised by the Financial Conduct Authority to provide such advice..
11.3 While the email aspect of the Services, including, but not limited to the Daily Newswire is described as being "daily", You expressly acknowledge that:
(a) such emails will only be delivered on weekdays; and
(b) We do not guarantee to send You emails on every weekday, although We do guarantee to send You emails at least on 230 weekdays during the calendar year.
11.4 We use reasonable care and skill to ensure reasonable availability of the Site, but We do not guarantee that the Site, or access to any Content, will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change 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.
11.5 We give You no warranty or assurance, except as set out in clauses 10.1 and 11.1 above. We declare and You acknowledge that all implied warranties, conditions and other terms (statutory or otherwise) are excluded to the maximum extent permitted by law.
12.1 This clause sets out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents and sub-contractors) to You in respect of:
(a) any breach of the Contract;
(b) any use made by You of the Services or the Content or any part of them; and
(c) any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with the Contract.
12.2 Nothing in these Terms excludes Our liability:
(a) for death or personal injury caused by Our negligence; or
(b) for fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.2 above:
(a) We shall not be liable for any loss of profits, loss of bargain, loss of data, loss of business, depletion of goodwill and/or similar losses (in each case whether directly or indirectly arising), or for any special or indirect or consequential losses, costs, damages, charges or expenses however arising; and
(b) Our 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 the Contract shall be limited to the price paid for the Services during the 12 months preceding the date on which the claim arose.
12.4 Under this clause, Our liability includes that of any company in Our group and Our and their respective agents, employees and sub-contractors, “You” includes any other party claiming through You and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Services, whether under the Contract or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
12.5 We shall have no liability to You under the Contract if We are prevented from or delayed in performing Our obligations under the Contract or from carrying on business by acts, events, omissions or accidents beyond Our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications 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 or storm.
13. TERM AND TERMINATION
13.1 The Contract will continue for the Subscription Period set out in the Order Confirmation, provided that We have received payment of the appropriate Subscription Fees. We will contact You regarding renewal of the Subscription Period not less than eight weeks prior to the renewal date.
13.2 Either You or We may terminate the Contract if the other party is in material breach of the Contract and (if such material breach is capable of remedy) if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach.
13.3 On termination of the Contract for any reason:
(a) all licences and rights to receive and access Content granted under the Contract shall immediately terminate;
(b) termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
14. GENERAL PROVISIONS
14.1 Except when expressly provided otherwise, the rights provided under the Contract are granted to You only, and shall not without Our prior written consent be considered granted to any subsidiary or holding company or any other party. You may not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Contract.
14.2 We have the right to revise and amend these Terms from time to time. The latest version of these Terms governs usage by You of the Site and the terms on which We do business with You.
14.2 The Contract is not intended to benefit anyone other than the parties to it and, in particular, no term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
14.3 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
14.4 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.6 These Terms, any Usage Guidelines, the Order Confirmation and the Company Report Distribution Guidelines (if applicable) constitute the Contract and supersede any previous agreement between You and Us relating to the subject matter of the Contract. Each of You and Us acknowledge and agree that in entering into the Contract neither You or Us relies on, and nor shall have any remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to the Contract or not) other than as expressly set out in the Contract. The only remedy available to You or Us for breach of the Contract shall be for breach of contract under the terms of the Contract.
14.7 The law of England governs this Contract and the parties submit to the exclusive jurisdiction of the courts of England.