1. Introduction 1.1 Please read these terms of business before subscribing to or purchasing any of the Services, publications, services and/or information available from Cosmetics International. 1.2 Unless otherwise agreed by us in writing or otherwise expressly stated below, these Terms govern the supply of and/or your access to any of the Services, whether in print or in electronic format and regardless of the means of delivery, to the exclusion of all other terms and conditions 1.3 Any additional terms and conditions ("Additional Conditions") applicable to particular Services will be set out on the relevant client order form ("Order Form") or distribution agreement (“Distribution Agreement”). If any of the Additional Conditions are inconsistent with any of these terms and conditions, the Additional Conditions will prevail, but only to the extent of the inconsistency.
2. Definitions 2.1 Throughout these Terms and in the Order Form, the following definitions apply:- "Computer Network" any electronically-linked configuration in which two or more users have common access to software or data "Client", any person, firm, company or other body which enters into an agreement with Cosmetics International to receive or have access to any Services but this does not extend to or include other companies within the same group of companies as the Client “Distribution Agreement” is a signed document setting out the terms and limitation of supply in respect to multi user EDS and global EDS Services and will include, but not limited to, identification of users, duration of contract and Services provided. "EDS" stands for "Electronic Data System" and means any automated mode of storing accessible data whether or not digital, including computer hard drives, smart phones, PDA’s, CDs, DVDs, Flash Drives or any other means of storage of information excluding physically printed data "One-off Purchase" means the purchase of any Services by the Client other than on a Subscription basis "Online Services" online Services available on the websites operated by or for Cosmetics International "Personnel" means any employee engaged by the Client "Services" means any newsletter, management report or data provided to the client in any format whether paid or free on subscription or one-off basis. "Subscription Period" means the period for which the Client has obtained the agreement of Cosmetics International to provide or make any particular Service available to Users (provided that such period has not been terminated under any other provision of the Terms) and Subscription has a corresponding meaning. Unless Cosmetics International agrees otherwise, a Subscription Period begins only when full payment has been received by Cosmetics International "User" means any member of Personnel who has been included in the agreed total number of Users set out in the Order Form and who is authorised by both Cosmetics International and the Client to have access to or otherwise be supplied with the Services purchased or subscribed for by the Client References to the singular include the plural, and references to one gender include all other genders. The expression "our website" means a website operated by or for Cosmetics International.
3. Terms applicable to all Services 3.1 We warrant that: (a) we have a right to license the Services to you; and (b) we will provide the Services with reasonable skill and care. 3.2 Cosmetics International grants you a non-exclusive, non-transferable licence to use and/or to access the Services but only in accordance with the permitted use terms and restrictions applicable to the type of licence you have purchased. You undertake to comply with the permitted use terms and restrictions applicable to the type of licence you have purchased and to procure that all Personnel/colleagues do likewise. 3.3 The licence granted to you is granted on these Terms and on any Additional Conditions applicable to particular Services as set out on the Order Form or Distribution Agreement. 3.4 Unless otherwise stated you are purchasing a Single User Licence as at 6.1 below. 3.5 We have used our reasonable endeavours to ensure that all Services comply with English laws. However, we make no representations that the Services are appropriate or available for use in locations outside England. Those who visit our Services from other locations do so on their own initiative and are responsible for compliance with all applicable laws. You must satisfy yourself that you are lawfully able to use the Services, and, to the extent permitted by applicable law, Cosmetics International accepts no liability for any costs, losses or damages in this regard. 3.6 The contents of the Services are protected by international copyright laws, database rights and other intellectual property rights. The owner of these rights is Cosmetics International, our affiliates or other third party licensors. All product and company names and logos contained within our website or Services are the trademarks, service marks or trading names of their respective owners, including us. All of our rights which are not specifically granted to you by these Terms are reserved to us. 3.7 Except as set out in sub-clause 3.1, we exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the Services, our website or any information provided by us. We will try to ensure that information purchased by you is accurate but please note that you assume total responsibility and risk for your use of all information and content in Services. 3.8 We accept no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business (whether direct or indirect) due to inaccuracy, error, omission or any other cause and whether on the part of Cosmetics International or our servants, agents or any other person or entity. 3.9 If we are liable to you for any reason, our liability will be limited to the amount paid by you for the Services in the year in which such liability arose. 3.10 You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use our electronic Services. You also understand that although we try to guard against viruses, we cannot and do not guarantee or warrant that any material available for downloading from the Services will be free from infections, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient security procedures. 3.11 The limitations and exclusions in this clause 3 do not affect your statutory rights and only apply to the extent permitted by applicable law. 3.12 You may not assign, transfer or sub-licence any of your rights under these Terms. 3.13 These Terms together with any Additional Conditions form the basis of the whole agreement between you and Cosmetics International. You acknowledge that you have not entered into this agreement in reliance upon any statement, warranty or representation made by Cosmetics International or any other person and you irrevocably and unconditionally waive any rights to claim damages and/or to rescind this agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in these Terms. 3.14 These Terms are governed by English law and you submit to the exclusive jurisdiction of the English courts. 3.16 Failure or delay by either party in enforcing an obligation or exercising a right under these Terms does not constitute a waiver of that right or remedy. 3.17 These Terms do not confer any rights on any person or party (other than you and/or us) pursuant to the Contracts (Rights of Third Parties) Act 1999. 3.18 The following applies to any information you provide to us, for example, during any registration or ordering process: (a) You authorise us to use, store or otherwise process any corporate or personal information which relates to and/or identifies you and/or Users to the extent reasonably necessary for us, our partners, successors (including the purchaser of the whole or part of our business), associates, sub-contractors or other third parties (together our "Partner Companies") to make available and/or to provide the Services. These Partner Companies may be located in countries outside the European Economic Area that do not have laws to protect your information. (b) If you obtain or choose to buy Services through our website then we may collect information about your buying behaviour and if you send us personal correspondence such as e-mails or letters then we may also collect this information. (c) By accepting these Terms, you agree to the processing and disclosure of the Corporate/Personal Information. 3.19 We have the right (but not the obligation) to monitor access to Services in order to verify compliance with these Terms and any Additional Conditions and/or any operating rules established by us and/or to satisfy any law, regulation or authorised government request. 3.20 We are entitled to refuse any order for any of the Services. 3.21 Details of our standard prices for Services together with the procedures for payment are displayed on our website but we may change these prices before your order is accepted. We try to ensure that our prices displayed on our website are accurate but the price on your order will need to be validated by us as part of the acceptance procedure. We will inform you if a purchase price or a subscription’s correct price is higher than that stated in your order request and you may then cancel the order and decide whether or not to purchase/subscribe to the Services at the correct price. The prices are exclusive of any local or applicable taxes. Prices for non standard Services such as Multi User EDS and Global EDS will provided on quotation. 3.22 If your order is accepted, we will confirm acceptance to you in respect to the information you have given us on registration or on ordering. In respect of the Online/EDS Services, our making the Online/EDS Service available to you constitutes performance of our services and you will have no right to cancel the contract once we have done so. 3.23 You undertake that all details you provide to us for the purpose of purchasing and/or subscribing to Services will be correct, that you are authorised to use the credit or debit card and that there are sufficient funds or credit facilities to cover the cost of any order. We reserve the right to obtain validation of your credit or debit card details before supplying or allowing you access to the Services. We are not bound to supply the services until we receive a properly completed and signed Order Form or we have received payment in full for the Services. 3.24 If (in our absolute discretion) we agree to accept payment after the start of the Subscription Period, you will pay us the amount due within 30 days after the date of our invoice to you for the Services (unless otherwise agreed). 3.25 If you cancel any Subscription Service before the end of the Subscription Period you will not be entitled to a refund. 3.26 If you cancel any One-off purchase Service after delivery you will not be entitled to a refund.
4. Terms applicable to Online/EDS Services 4.1 You are solely responsible in all respects for all use of and for protecting the confidentiality of any username, e-mail verification and password that may be given to you or to your authorised Users for access to Online/EDS Services. You may not share these with or transfer them to any third parties and you will ensure that your authorised Users do not share these with or transfer them to any third parties. You must notify Cosmetics International immediately of any unauthorised use of them or any other breach of security regarding our website that comes to your attention. 4.2 We cannot guarantee that the Online/EDS Services will operate continuously or without interruptions or that they will be error free and we do not accept any liability for their unavailability. You must not attempt to interfere with the proper working of the Online Services and, in particular, you must not (a) attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other Internet connected device (b) use automated retrieval devices (such as so called web robots, crawlers, spiders or similar devices). 4.3 Cosmetics International makes no representations whatsoever about any other websites which you may access through the Online/EDS Services. When you access any other website you understand that it is independent from Cosmetics International and that we have no control over the content or availability of that website. In addition, a link to any other website does not mean that Cosmetics International endorses or accepts any responsibility for the content, or the use of, such a website and we shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other web or resource. Any concerns regarding any external link should be directed to its website administrator or web master. 4.4 Where Services published in the Online/EDS Services are supplied by third parties, you understand that we do not control or endorse their contents in any way. All Services which are offered by third parties are published in good faith but we do not (to the extent permitted by applicable law) accept responsibility for the accuracy or otherwise of those Services (on or off-line) or for the use of those Services. 4.5 We reserve the right to make changes or corrections and to alter, suspend or discontinue any aspect of the Online/EDS Services and to temporarily suspend your access to Services for the purposes of maintenance or upgrade. We will use our best endeavours to minimise the period of suspension.
5. Terms applicable to print/pdf services only 5.1 Cosmetics International will supply and/or grant you access to the Services to which you have subscribed for the Subscription Period as set out on the Order Form or Renewal Form. 5.2 Cosmetics International may terminate or suspend your Service at any time if you are found in breach of any of these Terms. In these circumstances you will not be entitled to any refund. 5.3 Clients will be invited to renew subscriptions before the end of the subscription period and we reserve the right to cancel supply or withdraw access until such times as a renewal payment is received in full. 5.4 We reserve the right at any time during a Subscription Period: (a) to make changes or corrections and to alter, suspend or discontinue any aspect of any of the Services and to vary the technical specification of any of the Services; (c) to withdraw any of the Services in whole or part to which you have subscribed if the Service ceases to publish or ceases to have the right to or if the same are the subject of a libel or copyright or other third party right infringement allegation and Cosmetics International considers that withdrawal is advisable in the circumstances. 5.5 If we exercise our right to withdraw Services, we may offer you broadly equivalent replacement Services and information instead of those withdrawn but if you notify us that you do not wish to accept such replacements or if we are unable to (or do not) offer such replacements, then we will refund the unexpired portion of your subscription. Any such refund will be in final settlement of the matter and will discharge all of our liabilities to you 5.6 If the Service is covered by a one-off purchase charge you will not be entitled to a refund. 5.7 For the avoidance of doubt, Services provided to you are protected by copyright and cannot be re-sold, bartered, incorporated into other commercial information services (whether your own or a third parties), or distributed by any means in whole or part with the exceptions of the provisions in 5.a.i.
5. GENERAL LICENCE PROVISIONS
a. You may: (i) Use limited and insubstantial Information from the services in exceptional circumstances for marketing, sales material, promotions and public relations. In such circumstances the brand name of the Service much be clearly identified along with the date of publication and “© Cosmetics International”. To comply with the terms of this permission copies or web addresses of all such materials must be sent to Cosmetic New Week. b. You may not: (ii) download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the Services (BB) access or attempt to access EDS Services until an order or Distribution Agreement has been paid for (iii) resell, sub-licence, rent, lease, transfer or attempt to assign the rights in the Services, (in whole or in part) to any other person or company; (iv) make the Services (in whole or in part) available on a EDS other than specified in your licence; (vi) use the Services in any manner, (or transfer or export the Services, or any copies thereof into any country), other than in compliance with applicable laws; (vii) allow any person to use and/or gain access to the Services other than in accordance with these Terms; (viii) allow any unauthorised person to use and/or gain access to the Services; (viii) modify, alter or create derivative works from the Services nor may you create a database in electronic or structured manual form by systematically downloading and storing any of the content from the Services unless provided in your Distribution Agreement.
6. LICENCE TYPES
In addition to the General Licence Provision the following apply:
6.1 Single User Licence – In relation to the Services which you have purchased (whether in hard copy, or EDS form and regardless of the means of access or delivery): a. You may: (i) display such Services via EDS to one identified member of your Personnel who is to be the sole recipient of any printed versions; (ii) download and store one copy of such Services in machine readable form; (iii) print one copy of such Services; and (iv) save only as expressly permitted in accordance with Paragraph 5.a.i above, use such Services solely for the internal business purposes of the Client. b. You may not (v), permit anyone other than the one identified and authorised User to access the Service where it is supplied in a EDS device. These Terms govern the use of the Services regardless of where the EDS device is located.
6.2 Multi-User EDS Licence In relation to the Services which you have purchased (whether in hard copy or EDS form and regardless of the means of access or delivery) a. You may: (i) display such Services via EDS but only to the agreed number of identified Users set out in the Distribution Agreement (ii) download and store no more than one copy per named and authorised User of such Services in machine readable form; (iii) print no more than one copy per named and authorised User of such Services; and (iv) save only as expressly permitted in accordance with clause 5.a.1 above, use such Services solely for the internal business purposes of the Client. b. You may not: (v) allow any person to use and/or gain access to the Services, other than in accordance with these Terms; (vii) allow any person who is not an identified user to use and/or gain access to the Services; (viii) in the case of Services supplied in portable EDS, permit anyone other than the agreed number of Users to access the Service - the Terms will continue to govern the use of the Services regardless of where the EDS is located.
6.3 Global EDS Licences In relation to the Services which you have purchased (whether in hard copy or EDS form and regardless of the means of access or delivery) a. You may: (i) display such Services via EDS as set out in the Distribution Agreement to persons employed by you or your wholly owned subsidiaries. (ii) download and store Services in machine readable form; (iii) print copies; and (iv) save only as expressly permitted in accordance with 5.a.1 above, use such Services solely for the internal business purposes of the Client. b. You may not: (v) use the Services, in any manner, other than in compliance with applicable laws; (vi) allow any person not employed by you to use and/or gain access to the Services or their content including, but not limited to, freelance staff, contractors, suppliers and/or customers.
Cosmetics International is published by Communications Group International Ltd. © Communications International Group Ltd.