WORDBANKSONLINE TERMS AND CONDITIONS OF USE
1. AGREEMENT
ATTENTION: This legal notice applies to the entire contents of the website under the domain name wordbanks.harpercollins.co.uk (“Website”) and to any correspondence between us (“Collins”, “Us”, “Our”, “We”) and you (“You”, “Yours”). These terms and conditions govern the licence granted to You by Us to use the Website (“Agreement”). Please read the Agreement carefully before using the Website. By accessing any part of the Website, You shall be deemed to have accepted this legal notice in full. If You do not accept the terms of this Agreement, do not use the Website. This notice is issued by HarperCollins Publishers (SC No. 27389) whose registered office is at Westerhill Road, Bishopbriggs, Glasgow G64 2QT, and shall include Collins’ assigns, assignees and successors in business. (“Collins”).
The Website means https://wordbanks.harpercollins.co.uk and all other web pages with a URL starting https://wordbanks.harpercollins.co.uk. The Website services means the on-line database and associated files of data, (data means any data including text, information and statistics, (“Data”)), search and retrieval software marketed as Collins WordbanksOnline (“Services”) and all other content.
2. COPYRIGHT AND YOUR RIGHTS
(a) The copyright and all other intellectual property in the Website, the Data and the Services belong to, or has been licensed to, Collins and shall remain with Collins.
(b) You may use Data for non-commercial research purposes only. You may publish reasonable extracts from the Data in non-commercial research publications but shall not use the Data for any commercial or other purposes or sell, publish, reproduce, or otherwise make the Data available in any manner or on any media to any third party for any purpose (including storing it in any medium by electronic means), unless You have obtained Our prior written approval. Any breach of this clause will entitle Collins to immediately terminate this Agreement.
(c) You will acknowledge Collins in all research publications which include Data retrieved or derived from the Services.
3. YOUR OBLIGATIONS: USE OF USER IDS
Under Your license with Collins, Collins will allocate unique user name and passwords to You. (“User ID”).You will maintain a record of the names and contact addresses of the individuals to whom User ID(s) and associated passwords are disclosed (“the Other Users”). In the case of a licence granted to a company, the Other Users can only be directors or employees of the company. In the case of a licence granted to an educational establishment, the Other Users can only be staff or students of the educational establishment. You warrant that You will ensure that each and every Other User will abide by the terms of, and not breach, this Agreement, and You agree that You will be responsible for any such breach. You will be responsible for unauthorised use of Your User ID(s) howsoever arising (including use of stolen User IDs), and Collins accepts no responsibility for any misuse.
4. AVAILABILITY AND ACCURACY OF INFORMATION
(a) Collins reserves the right at any time to change the content, amount, presentation, user facilities or availability of any part of the Services and make changes in the software used to make the Services available at its sole discretion and without notice to You. No such change shall entitle You to any refund of the Subscription. Whilst Collins endeavours to ensure that the Website is normally available 24 hours a day, You agree that Collins shall not be responsible or liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Collins’ control.
(b) Collins makes no representation and gives no warranty express or implied with regard to the Data or any part of the databases comprising the Services including but not limited to the fitness of the Data or the databases for any purpose whatsoever, the quality, accuracy, completeness or correctness of the Data, whether the Data is cleared for inclusion in the Services or for use or publication by You or whether the Data is obscene or defamatory. You acknowledge that due to the extremely large amount of Data in the Services, it is technically impracticable to provide the Services free of faults or defects and Collins does not undertake to do so. You accept that the Services are provided on an “as is” basis.
(c) You are responsible for accessing the Services, including providing all the equipment needed to access the Services and paying any Internet or other access charges. Collins gives no guarantee that the Services will be available to You at any particular time. Collins will not be liable for any such non-availability. You acknowledge that Collins has no control over Your access to the Services including access to Your computer terminal, any satellite or telecommunications facilities and the Internet over which the Services are carried and that Collins has no liability in relation to such facilities or the failure thereof.
(d) Phone or e-mail assistance provided by Collins to You is provided entirely at Our discretion. It may not be available at all times and the facility may be withdrawn. Collins does not warrant and shall have no liability for any advice given by such service.
5. LIMITATION OF LIABILITY
(a) You agree and acknowledge: (i) that You are in a better position than Collins to predict and evaluate any potential damage or loss You may suffer in connection with the Services provided to You under this Agreement and its use thereof; (ii) that Collins cannot adequately insure its liability to the You; (iii) and that the charges payable under this Agreement have been calculated on the basis that Collins shall exclude or limit liability as set out in this clause. You warrant and guarantee that you will insure against, or bear Yourself, any loss for which Collins has excluded liability.
(b) This Agreement contains express warranties, undertakings and obligations of Collins. All other conditions, warranties, terms, undertakings and obligations of Collins whether implied by statute, common law, custom, trade usage or otherwise and all duties of care, contractual or otherwise, and all liabilities (if any) of Collins arising therefrom are hereby wholly excluded. This does not affect Collins’ liability for death or personal injury arising from our negligence, nor Collins liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.
(c) Except as otherwise expressly provided herein, Collins shall not be liable for any loss or damage (including consequential or indirect loss or damage which shall include but which shall not be limited to loss of property, reputation or of profit, business revenue or anticipated savings and loss of or damage to data) or for any costs, claims or demands of any nature whether asserted against Collins or against the User by any party arising directly or indirectly out of the use of, access to or withdrawal of the Services the databases comprising the Services or the Data.
(d) Collins’ liability shall be limited to direct loss suffered by You where such loss arises solely from Collins’ negligent acts or omissions of its employees in the provision of the Services provided that (save in the event of death or personal injury resulting therefrom) Collins’ total liability shall not if any event exceed in respect of any one event or a series of two or more connected events an amount equal to the Subscription Charges exclusive of VAT payable hereunder by You at the date the claim arises.
(e) Each provision of this condition excluding or limiting liability shall be construed separately, applying and surviving even if for any reason one or other of these provisions is held inapplicable or unenforceable in any circumstances and shall remain in force notwithstanding the termination of this Agreement howsoever occasioned.
6. EXCUSABLE EVENTS
Collins shall not be responsible or liable to You for any breach of this Agreement or failure to provide any of the Services due to any cause beyond its reasonable control including, without limitation, any act of God, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labour disturbance, the act or omission of Government, highways authorities, public telecommunication operators or other competent authority, failure of any satellite or telecommunications facilities over which the Services are carried, failure of the Internet, war, military operations, or riot, difficulty, delay or failure in production or supply by third parties. If any such event continues for ninety consecutive days, either party shall be entitled to terminate this Agreement. You will then be entitled to a refund of a pro rata portion of the annual subscription charges.
7. PAYMENT TERMS
(a) The subscription charges means the charge for subscription to the Services (“Subscription Charges”) which may be varied from time to time and are payable in advance of access to the Services and shall be subject to change by Collins at the time of any renewal of this Agreement. All Subscription Charges expressed are exclusive of any taxes which are or may be applicable.
(b) All invoices shall be payable within thirty (30) days. Once payment has been received by Collins in cleared funds the User IDs will be activated.
8. TERM AND TERMINATION
(a) Unless terminated, as set out below, the term of this Agreement will be commencing on the date of this Agreement and will terminate on the date agreed between Us and You. You can renew the Agreement by returning a renewal notice with the appropriate Subscription Charge to Collins. Collins will send You the current price list and this will apply to any renewal.
(b) If You are in breach of any of the terms of this Agreement and in the case of a breach capable of remedy (which shall not include any breach of clauses 2(b) or 3) having been notified of any such breach has failed to remedy the same within fourteen (14) days to the satisfaction of Collins, Collins may forthwith terminate this Agreement without compensation to You and without prejudice to its rights in respect of such breach.
(c) Collins may terminate this Agreement at any time. Collins’ only obligation in this event shall be the refund of a pro rata portion of the Subscription Charges.
9. ASSIGNMENT
This Agreement is personal to You and neither the benefit of this Agreement nor any rights of access to any of the Services nor any right to use the Data may be assigned, licensed or otherwise transferred without the prior written consent of Collins.
10. NOTICES
Any notice, consent, approval or other communication required to be given under the Agreement shall be made in writing in English and shall be delivered by hand or sent by first class post to the other party and shall be deemed to have been received (if delivered by hand) at the time of delivery, or (if sent by post) 48 hours after posting. Any such communication made by Collins shall be sent to Your address as supplied on registration and any such communication from You shall be sent to The Corpus Manager, Collins Language Division, HarperCollins Publishers, 103 Westerhill Road, Bishopbriggs, Glasgow, G64 2QT, United Kingdom or such other addresses which may have been notified under this clause.
11. THIRD PARTY
Nothing in this Agreement is intended to confer on any third party any benefit or right to enforce any term contained in this Agreement.
12. GENERAL
(a) This Agreement may be amended by Collins from time to time by updating this posting.
You should check the Website from time to time to review the then current legal notice, because it is binding on you. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on particular pages at the Website.
(b) This Agreement shall be governed by English law. All disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English Courts and the parties hereby irrevocably submit to this jurisdiction.
(c) If any term of this Agreement is held to be illegal or unenforceable the validity and enforceability of the remainder shall continue in full force and effect. The provision in question shall be replaced by a valid and enforceable term which corresponds, so far as possible, with the original.
(d) Failure by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.
(e) You hereby acknowledge and agree that You have not entered into this Agreement in reliance upon any oral or written warranty or representation made by Collins and not contained in this Agreement and that this Agreement contains the entire understanding of the parties governing the provision of the Services. This Agreement replaces all terms and conditions previously applicable to the provision of the Services.