Terms & Conditions

Please read these terms carefully, they contain important information about your rights and obligations. You can print out these terms by clicking on the print icon on your browser.

Last updated 20/05/2007

1. Introduction

1.1 Please read these terms carefully before using this website operated by Top Briefings Limited, registered office at 2nd Floor, 145 – 157 St John Street, LONDON EC1V 4PY, a company registered in England & Wales under company number 05716192 (‘the Company’ ‘our’, ‘we’ or ‘us’). In particular, we draw your attention to clauses 9 (Online materials) and 13 (Liability). By clicking on the ‘I Accept’ button appearing on this page you agree to be legally bound by these terms as they may be modified and posted on our website from time to time.

1.2 Without prejudice to the above, by using or accessing our website, you agree to be legally bound by these terms of use as they apply to your use of or access to our website.

1.3 If you do not wish to be bound by these terms then you may not use our website.

2. Nature of our website

2.1 Our website is a place for you to select and order ‘E-Briefings’ and other internet related services and products (together the ‘Products’). Our website describes the Products in more detail.

2.2 For some of the Products displayed or referred to on our website, the Company acts as an agent only, putting you in touch with the person or body offering the Product for sale. Where this is the case, you will leave this website and the firm shall have no liability in relation to your use of another website so accessed. When we act as an agent in this way, any agreement to purchase is between you and the person or body offering the Product for sale. When acting as an agent the Company shall have no liability to you for any losses, damages or expenses other than your applicable statutory rights. Any warranties concerning such third party Products are warranties made by the seller and as such the Company is not responsible for their accuracy or content.

2.3 Please note that our website is available only to individuals that can form legally binding contracts under applicable law. The contents of our website are aimed at users aged 18 and above, but you are bound in any event to adhere to any terms concerning minimum age as may be required to complete the lawful purchase of the Products using the payment methods displayed on our website. If you do not qualify or ascertain that you do not qualify by reason of age, please do not attempt to make any purchase by means of our website.

3. Buying products on our website and delivery

3.1 To order a product you will need to follow the ordering procedures set out on our order pages. Your order constitutes an offer to purchase Products on these terms and at the price displayed on our website at the time of your offer. The prices are inclusive of delivery costs and applicable taxes.

3.2 Delivery of your purchased Products will normally be through an emailed security code. Delivery will take place at the point in time when you have accessed the e-briefing using your passcode. Any times or dates stated on our website for delivery are estimates only. The Company will make all reasonable effort to ensure delivery of the goods within the time specified, but does not accept liability for any failure to deliver within that time.

3.3 You must pay by credit or debit card or by using one of the third party providers of payment services that are identified on this website as being acceptable. You must abide by any terms and conditions required by such providers in making payment for the Product. The price of any Product is the price in force at the date and time of your order. We may change the price of any Product before you place an order. We try to ensure that 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 (see clause 3.4 below). We will inform you if a Product’s correct price is higher than that stated in your order and you may cancel the order and decide whether or not to order the Product at the correct price.

3.4 The Company is entitled to refuse any order placed by you. If your offer to purchase is accepted, we will confirm that acceptance to you by online electronic means (‘Confirmation’) to the e-mail address you have given us by sending you the information necessary to achieve delivery of the Product. No acceptance shall have taken place unless the security code necessary for the download is sent by email to you. Delivery will take place as describe in clause 3.2 above unless otherwise stated in respect of any individual Product ordered.

3.5 You undertake that all details you provide to us for the purpose of purchasing goods or services which may be offered by us on our website will be correct, that the credit or debit card, or any electronic cash, which you use is your own and that there are sufficient funds or credit facilities to cover the cost of any goods or services. We reserve the right to obtain validation of your credit or debit card details before providing you with any goods or services.

4. Your Rights to Use the Product(s) delivered (your ‘Licence’)

• This clause 4 is applicable to those Products for which the intellectual property is owned by or licensed to the Company (‘our Products’) and which are available for download. It does not therefore apply to any material purchased from another party in which we have acted only as an introducing agent. Subject to the below, on delivery the Company grants you a non-exclusive, non-transferable license to use our Products, on the terms in this clause 4. If you do not wish to be bound by the terms of this Licence then you may not download the Product or Products ordered. Nothing in this Licence is to be construed as avoiding any of your rights under Section 50 of the Copyright Designs and Patents Act 1988.
• Some of our Products carry a right for you to sell them on to other parties (‘Resale Rights’). In the case of others of our Products, the Resale Rights are given together with further rights. Such rights are referred to as ‘Master Resale Rights’.
• In relation to all our Products but subject to amendments to the following necessarily implied to give effect those Products sold with either Resale Rights or Master Resale Rights:

(a) you may:

(i) load our Products into the permanent memory of a single computer which is controlled by you; and

(ii) copy our Products for backup purposes only (‘backup copies’), as long as you retain any copyright notices included with the Software in any backup copies;

(iii) reproduce our Products on paper or other tangible form (other than within the memory of any computer) subject to 4.3(b)(ix) below;

(b) you may not:

(i) make or distribute copies of our Products other than in accordance with sub-clause 4.3(a) above;

(ii) use our Products over a network unless it is necessary for the proper operation of the Product that it is activated by use of a network and/or used in a network environment;

(iii) copy our Products from one computer to another without erasing the same Products from the permanent memory of the first computer;

(iv) sub-license, rent, lease, transfer or attempt to assign this License Agreement to any other person;

(v) use any backup copies of our Products for any reason other than to replace the original copy in the event that it becomes defective or is destroyed;

(vii) reproduce our Products as the printed version with the intention of distributing such version or copies of all or part of such version to any other person or body;

(viii) allow any other person to use our Products other than in accordance with the terms and conditions of this License Agreement; and

(ix) you may not produce more than one copy of the printed version unless first agreed with the Company in advance.

• If our Product is described as having ‘Resale Rights’ you shall be granted a license by the owner or licensor of the Product whose terms shall include the following conditions:

(a) On delivery we grant you a fully transferable but non-exclusive license to use that Product and resell it to others, subject to the condition that the Product is not altered, amended, revised or otherwise changed in any way otherwise than where such alterations, amendments, revisions or changes are permitted as set out in the Product’s own ‘help files’.

(b) The Product must only be sold by you to any third party in accordance with the guidelines given within the Product information.

(c) By these terms you are agreeing that the owner of the Product (as set out in the Product information) retains all rights in the Product (including the right to be identified as the author if applicable), and that such rights shall be deemed to extend to any reproduction of the Product or part of the Product in a tangible or permanent form (‘the Printed Version’).

4.5 If our Product is described as having ‘Master Resale Rights’ you shall be granted a license by the owner or licensor of the Product whose terms shall include the following conditions:

(a) On delivery we grant you a fully transferable license but non-exclusive to use that Product and resell the Product to others.

(b) The Product may be altered, amended, revised or otherwise changed in any way and there are no restrictions regarding resale.

(c) By these terms you are agreeing that the owner of the Product (as set out in the Product information) retains all rights in the Product (including the right to be identified as the author if applicable), and that such rights shall be deemed to extend to any reproduction of the Product or part of the Product in the Printed Version but not to any original work not comprised in the Product at the time of delivery to you.

4.6 You agree that you shall not seek to exercise any rights over any such Product or any part thereof (whether the Printed Version or otherwise) as against this Company or any person identified in the Product information (at point of delivery) as having rights of ownership.

4.7 We may terminate this License Agreement at any time if you are found in breach of any of these terms and if you are notified of termination, you must destroy all of your copies of the Products.

5. Your Right to Cancel

5.1 Making a security code available to you, from which you can access the e-briefings, constitutes performance of our obligations to you in providing a service. You will have no right to cancel the agreement made under these terms.

5.2 Prior to our sending to you our acceptance of your order, you may cancel for any reason (including if you simply change your mind). To do so you must notify us in writing or other durable medium (including e-mail) within those 7 working days. You will then be entitled to a refund of any payment you may have made, which will be paid as soon as possible, but in any event within 30 days.

5.3 If you have any complaints, you should direct them to us via e-mail at [ support@topbriefings.com] or by post at 2nd Floor, 145 – 157 St John Street, LONDON EC1V 4PY. The cost of such communications will not be charged by us.

6. Modifications to website

6.1 We reserve the right to make changes or corrections, alter, suspend or discontinue any aspect of our website or the content or services available through it, including your access to it. Unless explicitly stated to the contrary, any new features including new content, and /or the sale of new Products and / or the release of new software tools or resources shall be subject to these terms.

6.2 Please note that although we try to ensure that the content of our website is accurate, it may contain typographical errors or other inaccuracies.

7. Information you provide to us

7.1 The following applies to any information you provide to us, for example during any registration or ordering process.

• You authorise us to use, store or otherwise process any personal information which relates to and identifies you, including but not limited to your name and address, to the extent reasonably necessary to provide the services which are available through our website by 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’). These Partner Companies may be located in countries outside the EEA that do not have laws to protect your information. Details of the companies and countries involved in your case will be provided on request. If you would like to request such information or review or modify any part of your personal information then you should e-mail us at support@topbriefings.com.
• If you obtain or choose to buy Products through our website then we may collect this information into a file specific to you and must pass on such data to the seller of any Products for which you have made an offer to buy which are not our Products (together, the various purposes set out in this paragraph and in our privacy policy shall be known as ‘the Purposes’). All such information collected by us shall be referred to in these terms as ‘Personal Information’.
• You must ensure that the Personal Information you provide is accurate and complete and that all ordering or registration details (where applicable) contain your correct name, address and other requested details. For more information about how we deal with your Personal Information, please read our privacy policy.

7.2 By accepting these terms, you agree to the processing and disclosure of the Personal Information for the Purposes. If you would like to review or modify any part of your Personal Information then you should e-mail us at support@topbriefings.com.

7.3 In addition, the following also applies to all messages, e-mails, bulletin boards postings, ideas, suggestions, concepts or other material submitted by you to us (‘Content’):

• you must own or have the right to submit Content for publication on our website and all Content submitted by you must be legal, honest, decent and truthful and comply with all applicable laws, regulations, standards and/or codes of practice;
• you must ensure that all Content submitted to us does not infringe the copyright, design, privacy, publicity, data protection, trade mark or any other rights of any third party, nor be obscene, abusive, threatening, libellous or defamatory of any person or be otherwise unlawful; you must ensure that the Content does not advertise or otherwise solicit for funds or is a solicitation for goods or services;
• we have the right to monitor Content and may edit, reject or remove Content if we believe it does not comply with the above and, in particular, we reserve the right to block incoming e-mails and other Content if we believe that their content is or may be inappropriate or otherwise does not comply with the above.

7.4 You grant us a non-exclusive, irrevocable, royalty free, worldwide license to publish all Content that you submit to us except any portion of the Content that is Personal Information. You have sole responsibility for the Content which you submit to us and you shall indemnify and shall keep us fully and effectively indemnified on demand from and against all actions, claims, losses, liability, proceedings, damages, costs, expenses, loss of business, loss of profits, business interruption and other pecuniary or consequential loss (including legal costs and expenses) suffered or incurred by us and arising directly or indirectly out of the publication of Content submitted by you to us.

7.5 You warrant and undertake that you will not use our website for any purpose that is illegal or prohibited by these terms, including without limitation the posting or transmitting of any libellous, defamatory, inflammatory or obscene material. If you breach these terms then your permission to use this website terminates immediately without the necessity of any notice being given to you. We retain the right to deny access to any person who fails to comply with these terms.

8. Security

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 selected by you for use on our website. You may not share these with or transfer them to any third parties. You must notify the Company immediately of any unauthorised use of them or any other breach of security regarding our website that comes to your attention.

9. Online materials

9.1 Unless otherwise specified or implied, all content and materials published on our website are presented solely for your private, personal and non-commercial use.

9.2 Our website is controlled and operated by us from our offices in England. Where content published on the website is supplied by third parties, you understand that we do not control or endorse such content in any way. All content which is offered by third parties that are not affiliated with or otherwise connected with us, is published in good faith but we do not (to the extent permitted by applicable law) accept responsibility for the accuracy or otherwise of such content (whether published on or offline) and the use of such content, except for content which relates directly to Products you purchase. You have total responsibility and risk for your use of our website and use of all information contained within and within the Products.

9.3 We have used our best endeavours to ensure that our website complies with UK laws. However, we make no representations that the materials on our website are appropriate or available for use in locations outside the UK. Those who visit our website from other locations do so on their own initiative and are responsible for compliance with all applicable laws. If use of our website and/or viewing of it, or use of any material or content on our website or services, or Products offered through our website are contrary to or infringe any applicable law in your jurisdiction(s), you are not authorised to view or use our website and you must exit immediately.

9.4 The Company makes no representations and gives no warranties, express or implied that making the Products available in any particular jurisdiction outside the UK is permitted under any applicable non-UK laws or regulations. Accordingly, if making the Products or any part available in your jurisdiction or to you (by reason of nationality, residence or otherwise) is prohibited, those Products are not offered for sale to you. You accept that if you are resident outside the UK, you must satisfy yourself that you are lawfully able to purchase the Products. The Company accepts no liability, to the extent permitted by applicable law, for any costs, losses or damages resulting from or related to the purchase or attempted purchase of the Products by persons in jurisdictions outside the UK or who are nominees of or trustees for citizens, residents or nationals of other countries.

10. Copyright and monitoring

The contents of our website are protected by international copyright laws and other intellectual property rights. The owner of these rights is the Company, its affiliates or other third party licensors. All product and company names and logos mentioned in our website are the trade marks, service marks or trading names of their respective owners, including us. You may download material from our website for the sole purpose of placing an order or using our website as a shopping resource. However, you may not modify, copy, reproduce, republish, upload, post, transmit or distribute, by any means or in any manner, any material or information on or downloaded from our website including but not limited to text, graphics, video, messages, code and/or software without our prior written consent, except where expressly invited to do so, for example in order to complete any test or questionnaire.

11. Linked sites

The Company makes no representations whatsoever about any other websites which you may access through our website or which may link to our website. When you access any other website you understand that it is independent from the Company 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 the Company endorses or accepts any responsibility for the content, or the use of, such a website and the Company 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 website or resource. Any concerns regarding any external link should be directed to its website administrator or web master.

12. Availability of our website

We will try to make our website available but cannot guarantee that our website will operate continuously or without interruptions or be error free and can accept no liability for its unavailability. You must not attempt to interfere with the proper working of our website and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other Internet connected device.

13. Liability

13.1 We promise that for any Product you purchase from our website:

• we have the right to sell the Product to you;
• the Product will correspond with the description on the website;
• the Product will be of satisfactory quality

We also promise that any service we provide to you will be provided with reasonable skill and care.

We exclude all other express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to any products purchased as a result of access to our website or any information or service provided through our website.

We will do our best to ensure that all materials and information published on our website are accurate, but please note that all content, materials and information on our website are provided on an ‘as is’ basis and you assume total responsibility and risk for your use of our website and use of all information contained within it.

13.2 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) in each case, however caused, even if foreseeable. In circumstances where you suffer loss or damage arising out of or in connection with the viewing, use or performance of our website, its contents or the material or information contained in a Product, we accept no liability for such loss or damage (except where we have been negligent) whether due to inaccuracy, error, omission or any other cause and whether on the part of the Company or our servants, agents or any other person or entity.

13.3 If we are liable to you for any reason, our liability will be limited to the amount paid by you for the Product concerned. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence or for our fraudulent misrepresentation.

13.4 You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use our website and is compatible with our website. You also understand that we cannot and do not guarantee or warrant that any material available for downloading from our website will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.

13.5 The limitations and exclusions in this clause do not affect your non-excludable statutory rights and only apply to the extent permitted by applicable law.

14. General

14.1 We may assign, transfer, novate or subcontract any or all of our rights and obligations under these terms at any time.

14.2 We may alter these terms from time to time and post the new version on our website, following which all use of our website will be governed by that version. You must check the terms on the website regularly.

14.3 These terms together with the privacy policy and any order form and payment method instructions which are referred to herein are the whole agreement between you and the Company. You acknowledge that you have not entered into this agreement in reliance upon any statement, warranty or representation made by the Company or any other person and you irrevocably and unconditionally waive any rights to claim damages and/or to rescind these terms by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms, privacy policy, order form and payment method instructions.

14.4 If any provision or term of these terms shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.

14.5 These terms and your use of our website are governed by English law and you submit to the non-exclusive jurisdiction of the English court.

14.6 Except in respect of a payment obligation, neither you nor the Company will be held liable for any failure to perform any obligation to the other due to causes beyond your or the firm’s respective reasonable control.

14.7 Failure or delay by either party enforcing an obligation or exercising a right under these terms does not constitute a waiver of that obligation or right.

14.8 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.

15. Notices

All notices shall be given:

• to us via e-mail at support@topbriefings.com or by post at at 2nd Floor, 145 – 157 St John Street, LONDON EC1V 4PY; or
• to you at either the e-mail or postal address you provide during any ordering process.

Notice will be deemed received when an e-mail is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

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