Welcome to the spearswms.com website. These terms and conditions govern how you may access, browse and use the spearswms.com website (the “Site”). By: (a) accessing, browsing or otherwise using the Site by any means and via whatever device; or (b) registering your details with us to access certain areas of the Site or to receive our email services, you agree to be bound by these Terms.

1. About us and our business

The Site is operated by or on behalf of Spear Publishing Ltd (“SP”, “we” or “our”). We are a company registered in England and Wales with the company registration number 04931527. Our registered office is John Carpenter House, John Carpenter Street, London EC4Y 0AN.

We reserve the right to change these Terms at any time and we encourage you to revisit these Terms periodically to ensure that you are at all times fully aware of them. Any changes are effective immediately upon posting to the Site. Your continued use of the Site constitutes your agreement to all such Terms.

3. Registration

Access to our email services and to some areas of the Site is restricted to users who have registered their details with us. If you register with us and you choose, or you are provided with, a password as part of the registration process, you must treat your password as confidential and you must not disclose it to any third party.

4. Use of the Site

4.1. For the purposes of these Terms:

“Content” includes, but is not limited to, all or part of any text, graphics, layout, logos, images, audio material, films or other moving images, product details and/or software published or otherwise available on the Site from time to time (including, without limitation, anything made available for download); and “Trade Marks” means the trade marks, logos and service marks (whether or not registered) displayed on the Site.

4.2. We are the owner or the licensee of all intellectual property rights in the Site the Content and the Trade Marks. Subject to these Terms, we grant you a limited, temporary, revocable, and non-exclusive licence to access, browse and use the Site (including the Content and Trade Marks) for your personal and non commercial use only. Where specified on the relevant part of the Site, the licence granted in this section 4.2 may be limited to a particular period of time and/or may be subject to additional terms and conditions.

4.3. While accessing, browsing and/or using the Site you must:

4.3.1. comply with all applicable laws, regulations and codes;

4.3.2. not impersonate another person or use a false name or email address;

4.3.3. not deep-link to and/or frame or use framing techniques to enclose the Site or any part of the Site without our prior written consent;

4.3.4. not modify or attempt to modify all or any part of the Content or the Site;

4.3.5. not gain or attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site;

4.3.6. not post, transmit, submit, refer to, make available or link to or from (or authorise or permit any other person to do the same) any material which:

a) is untrue, fraudulent, inaccurate or misleading; and/or

b) is obscene, threatening, menacing, offensive, defamatory, abusive, is in breach of confidence, in breach of any intellectual property right (including, without limitation, copyright) or otherwise is in breach of or violates any applicable law or regulation or code, and/or

c) makes excessive demands for bandwidth; and/or

d) constitutes advertising (unless approved or otherwise authorised by us); and/or

e) contains any virus or other harmful code, or which may otherwise impair or harm the Site or our computer systems or any third party computer system, and we shall have sole discretion as to whether any material is in breach of this clause.

4.4. Except as set out in the limited licence in section 4.2 above (or as required under any applicable law), the Content, Trade Marks and/or any other part of the Site may not be used, reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent. In particular, you are not permitted to republish any part of the Site (including the Content) on another website, in any other medium (print, electronic or otherwise) or as part of any commercial service without our prior written permission. If you require any further information on permitted use, or a licence to republish any part of the Site (or any Content), please email us at josh.spero@spearswms.com, or contact us by telephone on +44 (0)20 7936 6445.

4.5. At any time and without giving you any advance notice, we may permanently or temporarily and for any reason:

4.5.1. terminate, suspend or deny your access to the Site (whether in whole or in part); and/or

4.5.2. terminate, suspend or deny your access to the email services, the registration areas of the Site and/or your password referred to in section 3 above; and/or

4.5.3. remove or edit any Content on the Site at any time, and in such circumstances all liability of SP, its directors, employees or other representatives for any loss whatsoever arising from our removing or editing Content and/or your limited use of or inability to use the Site (either in whole or in part), email services and/or password is excluded, insofar as it is possible to do so in law.

5. Material that you submit to the Site

5.1. Where the facility is made available to you on the Site, you may send material (including, without limitation, text, photographs or other images, audio material, films or other moving images) to us for publication on various areas of the Site. When you send any materials to us for publication on the Site, you do so in accordance with these Terms including, in particular, the following:

5.1.1. you grant us a royalty free, worldwide, perpetual and non-exclusive licence to use, copy, distribute, publish, syndicate, sub-license and transmit the whole or any part of such material (including without limitation any of the information, details, ideas, concepts and/or formats contained within it) in any manner and in any format and/or media (including, without limit, archiving and making such material available on the Site);

5.1.2. publication of any material you submit to us will be at our sole discretion and we reserve the right to edit or otherwise amend such materials prior to publication;

5.1.3. you agree that we may (at our discretion) disclose your identity to any third party who is claiming that any material sent by you to the Site is defamatory, in breach of confidence, in breach of any intellectual property right (including, without limitation, copyright), in breach of any of the warranties set out in sections 5.1.4 or 5.1.5 below or otherwise is in breach of or violates any applicable law or regulation or code;

5.1.4. you warrant to us that any material you submit to us is your own original work and that you own the copyright and any other relevant rights;

5.1.5. you warrant that the material you submit is not: obscene, threatening, menacing, offensive, defamatory, abusive, in breach of confidence, in breach of any intellectual property right (including, without limitation, copyright) or otherwise in breach of or violates any applicable law or regulation or code; and

5.1.6. you acknowledge that any breach of the warranties set out in sections 5.1.4 or 5.1.5 above may cause us damage or loss and you agree to indemnify us in full and permanently on demand against any third party liabilities, claims, costs, loss or damage we incur as a result of publishing material you submit to us, including consequential losses.

5.1.7. you waive any moral rights in all material you submit

5.2. Whilst you acknowledge that we do not necessarily pre-screen any material that you have submitted to the Site, we reserve the right to remove, at any time and without reason or prior notice or any liability to you, any material that you have submitted.

5.3. Notwithstanding the generality of section 5.2 above, SP reserves the right (but not the obligation) to monitor any communications that are made via the Site and you now consent to any such monitoring.

6. Data Protection and Privacy

Full details of the way in which we use cookies on the Site and how we hold and process information from which we can identify you or any third party are set out in our Privacy and Cookie Policy.

[[ 7. E-commerce

Not applicable.]]

8. Third party links

The Site contains hypertext links to third party websites. We are not responsible for, nor do we endorse in any way such third party websites or their content. If you decide to access any of the third party websites linked to the Site, you do so entirely at your own risk.

9. Advertising and Sponsorship

Parts of the Site contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site complies with all legal and regulatory requirements and does not contain any material which is objectionable including, without limit, information which is defamatory, obscene, threatening or untrue. We are not responsible for any such material or any error or inaccuracy contained in such material and any issues which you may have should be raised directly with the relevant advertiser or sponsor.

10. Promotions, competitions and prize draws

We may from time to time run competitions, free prize draws and/or other promotions on the Site. Any such competitions, prize draws and/or other promotions will be subject to additional terms and conditions that will be made available to you at the relevant time.

11. Exclusions and limitations of liability

11.1. All information and/or data on the Site is provided on an “as is” basis. Save to the extent required by law, no representations, warranties or terms of any kind are made (or shall be implied by statute or otherwise) in respect of the Site or the Content, including, without limitation, warranties of satisfactory quality, conformity to contract, accuracy, adequacy, conformity to description or fitness for any particular purpose.

11.2. We are not authorised by the Financial Services Authority of England. The information and/or data on the Site is provided by us and our data providers for your general information only and use and is not intended for trading purposes or to address your particular financial or other requirements. In particular, the information and/or data on the Site:

11.2.1. does not constitute any form of advice (investment, tax, legal or otherwise); and

11.2.2. does not constitute any inducement, invitation or recommendation relating to any of the products listed or referred to; and

11.2.3. is not intended to be relied upon by you in making (or refraining to make) any specific investment or other decisions; and

11.2.4. has not been issued or approved by SP for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended from time to time).

APPROPRIATE EXPERT INDEPENDENT ADVICE SHOULD BE OBTAINED BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.

11.3. Neither SP nor any of its data providers or affiliates gives any warranty or guarantee relating to availability of the Site or that the Site and/or our operation of it, the Content or the server that makes the Site available are error or virus free or free of other harmful components or that your use of the Site and/or the Content will be uninterrupted.

11.4. You agree that SP, its directors, employees, agents or other representatives, data providers or affiliates will not be responsible or liable (whether in contract, tort or otherwise), under any circumstances for any amount or kind of loss or damage (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any anticipated loss of profit, loss of profit, loss of opportunity, loss of data, costs and fines and/or any special or incidental damages of any kind) that may result to you or a third party arising from or connected in any way to:

11.4.1. interruption of business; or

11.4.2. access or other delays, terminations, suspensions, denials or access interruptions to the Site; or

11.4.3. data non-delivery, data misdelivery, data corruption, destruction of data or other modification of data; or

11.4.4. third party website links on the Site; or

11.4.5. reliance on the information contained on the Site; or

11.4.6. computer viruses, system failures or malfunctions which may occur in connection with your use of the Site; or

11.4.7. any inaccuracies, omissions or misleading, false or deceptive statement in the Content; or

11.4.8. events beyond our reasonable control.

11.5. Notwithstanding any provision of these Terms, SP does not exclude or limit its liability for:

11.5.1. death or personal injury caused by its negligence or that of any of its officers, employees or agents; or

11.5.2. fraudulent misrepresentation; or

11.5.3. any liability which it is not lawful to exclude either now or in the future.

12. Indemnity

You will indemnify and will keep indemnified SP and its data providers and affiliates on demand against all claims, costs, proceedings, demands, losses, damages, expenses (including legal expenses) or liability whatsoever arising directly or indirectly as a result of:

12.1. any breach of these Terms by you; or

12.2. your fault, negligence or breach of statutory duty; or

12.3. your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure (whether owned by, leased or licensed to us) or that of any of our Suppliers.

13. General

13.1. Any contractual or legal relationship between you and SP will be concluded in English.

13.2. All notices shall be given by e-mail to us at josh.spero@spearswms.com or, to you at either the e-mail or postal address you provide during the registration process (if any). Notice will be deemed received 24 hours after e-mail is sent or 3 days after the date of posting.

13.3. These Terms (together with any variations to them pursuant to section 2) form the entire agreement between the parties concerning your access to, browsing and/or use of the Site and supersede all prior agreements, arrangements, understandings and representations made between us (whether written or oral) concerning the Site.

13.4. The licence granted in section 4.2 above is personal to you and may not be assigned, transferred or sub-licensed (in whole or in part) without our prior written consent.

13.5. Nothing in these Terms is intended to or shall operate to create a partnership or joint venture of any kind between us or to authorise either of us to act as agent for the other, and neither of us shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

13.6. If the whole or any part of any provision of these Terms is or becomes invalid, void or unenforceable for any reason the same shall to the extent required be severed from these Terms and rendered ineffective so far as is possible without modifying the remaining provisions of these Terms and shall in no way affect the validity or enforceability of any other provisions.

13.7. No waiver by SP of any breach of these Terms shall constitute a waiver of any other prior or subsequent breach and SP shall not be affected by any delay, failure or omission to enforce or express forbearance granted in respect of any of your obligations.

13.8. The rights and remedies of SP under these Terms are independent, cumulative and without prejudice to its rights under the law.

13.9. These Terms are not intended to create and shall not create any rights, entitlements, claims or benefits enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999.

13.10. These Terms and/or your use of the Site shall be governed by and construed in accordance with English law and the English Courts shall have exclusive jurisdiction over any dispute which may arise.

Terms and conditions last updated: 14 September 2010