Terms & Conditions

These are the Terms and Conditions upon which we provide Legacy View the "Website", produced by Smee & Ford Ltd (Smee & Ford), a Wilmington Group PLC company. This is a legal agreement (the "Agreement") between Smee & Ford and you (the "Licensee"). Any paid service(s) Smee & Ford will provide for the Licensee are set forth in the Order Form (the "Order") which together with these terms form the Agreement. By accessing the Website(s), you agree to these terms and conditions. If you do not agree to these terms and conditions, you should not use the Website(s). If you have any questions please contact data@smeeandford.co.uk. We recommend that you print a copy of these terms and conditions for your records. From time to time Smee & Ford may modify the terms and conditions. Accordingly, please continue to review the terms and conditions whenever accessing or using the Website(s). You acknowledge that your continuous use means you accept the revised terms and conditions. Smee & Ford hereby grants the Licensee a limited, non-exclusive, non-transferable license (the "License") to allow its users to access the Website(s). You may only use the Website(s) in accordance with the terms outlined below.

1.Use of the Website


1.1 Licensees may use the Website(s) for the purposes of research, strategic planning and business development. For the avoidance of doubt this right is limited to users on a non-systematic basis and shall not entitle Licensees to develop an archive of data or a database. Where extracts of data or information are quoted or used to create supporting graphs or tables for internal or external use the Licensee agrees to name the Website(s) as the source. Under no circumstances can any of the Website(s) content be resold or integrated with any of the Licensee’s product offering. 1.2 Smee & Ford will allocate the Licensee with an agreed number of usernames and passwords for use by the named Licensee and named individuals only. 1.3 All data, individual articles, reports and other elements making up the Website(s) may be copyright works or protected by database rights. The Licensee agrees to abide by all additional copyright and database right notices or restrictions contained on the Website(s) and particular attention is drawn to the Wilmington Group Legal Copyright Notice which can be found here http://www.wilmington.co.uk/legal-copyright-notice. 1.4 Smee & Ford uses all reasonable endeavours to ensure the security of the systems on which the personal data is stored and may be processed. Licensees who are issued a username and password have responsibility to ensure that these details are kept confidential and are not used by any unauthorised third party. 1.5 Licensees are not permitted to share the user License or any of the Website(s) contents with any other division of the company, its subsidiaries, related companies or other separate entities or individuals without purchasing further licenses at the standard rates. 1.6 The Licensee agrees to ensure that all users of the Website(s) are aware of the terms of this Agreement and to notify Smee & Ford in writing promptly upon becoming aware of any unauthorised access to or use of the Website(s) by any party. 1.7 Smee & Ford may cancel or suspend access to the Website(s) without notice if it suspects that licences are being shared and reserves the right to invoice you for additional licences in this event. 1.8 Smee & Ford may have to suspend the website from time to time to carry out maintenance and to make upgrades. Smee & Ford will wherever possible give Licensees reasonable notice of such times in order to minimise disruption. 1.9 The Website(s) are intended for individual use, and the use of automated software or programs (colloquially referred to as 'web crawlers' or 'robots') to access the Website(s) and download large amounts of data is expressly prohibited. The Licensee acknowledges this as a condition of access, and undertakes not to employ such technology to access the Website(s). Use of such software constitutes grounds for Smee & Ford to deny access to the Website(s).

2. Website data and content


2.1 Smee & Ford reserves the right to monitor Licensee’s usage of the Website(s) during the term of this Agreement. A small number of dummy entries may be included within the Website(s) data and content to assist Smee & Ford to monitor such usage. 2.2 Whilst every effort is made by Smee & Ford to supply accurate information, we cannot guarantee the accuracy of the Website(s) data and content nor accept any liability for consequential loss in the event of any inaccuracy. 2.3 Smee & Ford will wherever possible, assist the Licensee to ensure that the data can be used in any ways that are appropriate. Any additional work by Smee & Ford to adapt the information to special requirements may incur additional charges. 2.4 All data received by the Licensee under this License Agreement should be checked carefully before it is used to ensure that it is as requested

3. Intellectual Property and Database Rights


3.1 All rights to the data and content within the Website(s) remain with Smee & Ford. 3.2 Other than as expressly granted under this Agreement, the Licensee shall ensure that its users do not copy, reproduce, recompile, decompile, disassemble, reverse-engineer, distribute, publish, display, perform, modify, upload to create derivative works form, transmit, communicate or in any other way exploit any part of the Website(s) and or its content. 3.3 Smee & Ford reserves complete editorial freedom in the form and content of the Website(s) and may add to, remove, change or edit content at any time and at its sole discretion, with or without notice. 3.4 Nothing in the Agreement shall constitute a sale of the Website(s) content or data and except as expressly provided in the Agreement no rights, licenses, express or implied, are granted to the Licensee or its users in respect of the Website(s) content and data. Smee & Ford is throughout the world the owner of all Intellectual Property and Database rights subsisting in the Website(s) content and data. Nothing herein contained shall be construed so as to transfer any Intellectual Property or database rights whatsoever to the Licensee or its users.

4. Use of Website(s) name, Trademarks and Logos


4.1 The Licensee shall not use the name, trademarks or logos of the Website(s) in promotional materials, publicity materials, advertising or any other similar publications or communications, whether written or oral, without the prior permission of Smee & Ford.

5. Disclaimer


5.1 The material and information published on the Website(s), and on all other websites of Smee & Ford are provided on an "as is" basis without warranty of any kind, either expressed or implied. Smee & Ford does not guarantee the accuracy or integrity of the material or information nor its suitability for any particular purpose. To the extent permitted by law, Smee & Ford excludes any liability whether in contract, tort (negligence) or otherwise for any incorrect or misleading information on the Website(s). 5.2 Errors can occur and Smee & Ford offers no assurance that they will be corrected. No liability will be accepted in respect of service interruptions, nor in the event of any Viruses, Worms, Trojan Horses and other harmful components being present in or transmitted by Wilmington Group systems and networks. 5.3 Smee & Ford does not accept any liability for any loss of data or software, revenue, business, profits cost or expense, or any direct, indirect, incidental or consequential loss or damage arising out of or in connection with the use of, or the lack of availability of the Website(s) or their content and/or in connection with any permission, right or license to use the material. 5.4 It is the Licensee’s responsibility to assess the value of the information and material on the Website(s) in the light of your own business and personal circumstances. Website(s) content remains journalistic opinion and does not constitute legal, financial or professional advice, and may not represent the views of Smee & Ford, its directors, employees or agents. Wilmington Group attributes any non-Wilmington Group material in good faith; however, it is your responsibility to check the attribution and rights in respect of Wilmington and non-Wilmington Group material and obtain any necessary rights in respect of reproduction of any non-Wilmington Group material. 5.5 Subject to Clause 5.6, in the event that the Smee & Ford is held liable, the total liability of Smee & Ford (whether in contract, tort, negligence or otherwise) in respect of any loss or damage arising out of or in connection with the Website(s) shall be limited to £1000 for any one incident or series of incidents. This clause does not affect your statutory rights as a consumer. This section survives termination of this Agreement for any reason. 5.6 Nothing in this clause 5 shall exclude Smee & Ford’s liability to you for fraudulent misrepresentation by Smee & Ford or the death or personal injury resulting from its negligence or that of its employees.

6. Term and Termination


6.1 Each paid License is purchased for a period of 12 months or an agreed lifespan as detailed on the Order. On completion of the initial and subsequent 12 months subscription periods, the License will be renewed for a further period of twelve months at the then current subscription price. Smee & Ford will give the Licensee notification of the impending renewal in writing at least 30 days prior to the renewal date. The Licensee may cancel its License prior to the renewal date however will not be eligible for a full or part refund 6.2 Upon termination or expiry of this Agreement the Licensee’s rights to access the Website(s) shall immediately cease. The Licensee must delete all copies of the Website(s) content and data or any files downloaded during the license term. It is the Licensee’s responsibility to ensure that any data extracted from the Website(s) during the License term is able to be removed from their information systems. 6.3 Smee & Ford reserves the right to audit the Licensee’s databases and information systems after the expiry of this Agreement in the event that they have reason to suspect that the client has not complied with clause 6.2.

7. Confidentiality


7.1 The Licensee agrees that the Website(s) supplied by Smee & Ford is confidential and is supplied for the Licensee’s own internal use only. The parties to the Agreement and any authorized third parties shall maintain as confidential the terms of the Agreement, including but not limited to, the Website(s) described, the fees charged by Smee & Ford to the Licensee and any usernames or passwords issued to the Licensee under the Agreement. Smee & Ford will not disclose to any third party the fact that the Licensee is a subscriber to the Website(s), or any details concerning the service supplied, without the prior written agreement of the Licensee.

8. General Provisions


8.1 No waiver by Smee & Ford of any breach of any obligation arising under this Agreement shall constitute a waiver of any other breach and no failure to exercise or partial exercise by Smee & Ford of any remedy shall constitute a waiver of the right subsequently to exercise that or any other remedy. 8.2 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid unlawful or unenforceable for any reason then such part will be severed from the remainder of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law. 8.3 This Agreement in conjunction with any Order constitutes the entire Agreement between Smee & Ford and you. All prior Agreements understandings and negotiations and representations (save for fraudulent misrepresentation) whether oral or in writing are cancelled in their entirety. The terms of any other electronic communications will not form part of this Agreement. 8.4 This Agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

Date Published: 17th June 2013 ©Smee &Ford Limited Smee & Ford Limited is registered in England and has its Head Office at 8-14 Underwood Street London N1 7JQ