Corporate
Terms & Conditions
This article details the terms and conditions for the use of Railway Herald, its website and its digital magazine.
BACKGROUND
A. Railway Herald Limited is the provider of an Internet-based magazine known as “Railway Herald”
B. Railway Herald will be provided on the Terms & Conditions set out in these Terms & Conditions.
1. OPERATOR OF WEBSITE
This website is operated by or on behalf of Railway Herald Limited with its registered office at Hobarn House, 12 Brompton Road, Northallerton, North Yorkshire, DL6 1DY registered in England and Wales with registered number: 05837609 ("the Company").
If you have any concerns about material which appears on our site or wish to correspond with us in relation to this website, please either use the above address or e-mail us editor@railwayherald.com
2. DEFINITIONS AND INTERPRETATION
2.1. In these Terms & Conditions, unless the context otherwise requires:-
* "Agreement" means the agreement relating to the provision of Railway Herald into which these Terms & Conditions are incorporated,
* “Business Day” means 9.30am. to 5.00pm. Monday to Friday in any week, excluding Bank and other Public Holidays in the United Kingdom,
* “Content” means all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in Railway Herald,
* “Customer” shall mean any person accessing or receiving Railway Herald, whether or not any payment has been made, paid or received to and by the Company respectively, for such supply,
* “Initial Term” means a period of 12 months commencing on a specified date,
* “Intellectual Property Rights” means all copyrights, patents, designs, databases and domain names, trade and service marks, trade secrets, know-how protected by obligations of confidence, together with all rights to the grant of and applications for the same and all similar or analogous rights throughout the world, whether or not registered or capable of being registered,
* “Maintenance” means maintenance of the computer hardware and operating software on which Railway Herald operates, and of the underlying database and software,
* “Outage” means a period during which the Railway Herald Website is not available to be accessed,
* "Personal Data" means any Customer personal data as defined in the Section of the Data Protection Act 1998,
* “Price”, “Subscription” or “Subscription Price” means the annual fee specified from time to time for the on-going operation and supply of Railway Herald,
* “Railway Herald” or “RH” means an internet-based service known as Railway Herald comprising a compilation of web pages, PDF files and Digital Magazine platform, being a combination of text, data, sound, images or other material accessible through the world wide web,
* “Railway Herald Website” means the website through which RH provides access to Railway Herald,
* “Terms & Conditions” means these Terms & Conditions together with all other documents attached to, or referred to in these Terms & Conditions,
* “Third Party” means a third party whose Intellectual Property Rights are or may be used by RH during the provision of Railway Herald,
2.2. The headings and sub-headings in these Terms & Conditions have been included for convenience only and shall not be considered part of, or be used in interpreting them.
2.3. Reference to the singular in these Terms & Conditions shall be deemed to refer also to the plural.
2.4. Any reference to a statutory provision shall include any subordinate or subsequent legislation made from time to time under that provision and shall include that provision as amended, modified or re-enacted from time to time (whether before or after the date of these Terms & Conditions).
2.5. In the case of conflict or ambiguity between any Clauses in these Terms & Conditions, the order of precedence shall be as follows:
2.5.1. These Terms & Conditions;
2.5.2. The documents or schedules attached to, or referred to in these Terms & Conditions.
3. PROVISION OF RAILWAY HERALD
3.1 In consideration of the Company developing and supplying Railway Herald to the Customer, the Customer shall pay the Price to the Company at such fee and on such payment terms as may be advised from time to time.
3.2 In consideration of payment of the Price and subject to the effects of the failure or interruption of services provided by third parties, the Company agrees to use its reasonable endeavours to provide an ongoing operation and supply of Railway Herald to the Customer.
4. PAYMENT FOR THE PROVISION OF RAILWAY HERALD
4.1 The Customer agrees to pay any sums due for the supply of RH, to the Company within 30 days of an order being placed, whether such order is placed orally, in writing or by electronic means.
4.2 By making payment of the Price, the Customer shall be entitled to receive up to 47 issues of RH in any 12 month period but irrespective of the number of issues received or supplied, the Company shall not be obliged to compensate the Customer for any copies not received by the Customer.
4.3 In relation to any dispute arising between the Customer and the Company in connection with non-payment of the Price, the parties shall use their best endeavours to resolve any dispute arising between them. However, if no resolution can be found which is satisfactory to both parties, the decision of the Company shall be final and binding on both parties.
5. SUSPENSION, CANCELLATION AND TERMINATION
5.1 The Company shall be entitled to suspend the provision of RH or any part thereof at any time until arrangements as to credit or payment to the satisfaction of the Company in respect of any outstanding amounts overdue beyond the terms of Clause 4 herein have been made in full.
5.2 These Terms & Conditions shall commence on the date of the placing of the order and shall continue for the Initial Term.
5.3 Upon the expiration of the Initial term, this contract will not automatically renew. Should "the customer" wish to cease the contract prior to the originally agreed period, this may be done with a written termination notice at least one (1) calendar month prior to the end of the Initial term or any renewal term.
5.4 Without prejudice to any other right or remedy available to it, the Company shall be entitled to treat the Agreement as having been repudiated in the event that:-
(a) payment of any element of the Price is not received within thirty days of the due date; or
(b) the Customer fails to pay any other sum due to the Company under the Agreement or any other agreement.
5.5 Either party shall be entitled to treat the Agreement as having been repudiated in the event that the other party breaches a term of these Terms & Conditions and such breach is not capable of being remedied, or, if remediable, is not remedied within thirty days of written notice to remedy such breach.
6. OBLIGATIONS OF THE COMPANY
6.1 The Company shall use its reasonable endeavours during the Business Day only, to provide or procure the provision of the services of such persons as are necessary from time to time to ensure the availability of each successive edition of RH on a timely basis.
6.2 The Company shall not knowingly include or distribute in the Content any material or other information that:
6.2.1 infringes any Intellectual Property Rights;
6.2.2 is in breach of any law, statute, or regulation;
6.2.3 is defamatory, libellous, unlawfully threatening or harassing;
6.2.4 is obscene, pornographic or indecent; or
6.2.5 contains any viruses or other computer programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any personal information.
6.3 For the avoidance of doubt, the Company does not monitor, and will have no liability for the contents of, any communications transmitted by virtue of the provision of RH.
6.4 The Company shall use its reasonable endeavours to ensure the accuracy of the Content but shall have no liability whatsoever for any errors or omissions in it.
7. OBLIGATIONS OF THE CUSTOMER
7.1 The Customer undertakes to bring to the attention of the Company any infringing material appearing in RH as detailed in Clause 6.2 herein.
7.2 The Customer undertakes to bring to the attention of the Company any RH Content appearing in any other similar publication whether in on-line, printed or in any other form.
7.3 The Customer undertakes to use the Content only for his/her own personal use and also undertakes not to re-sell, re-format, plagiarise or profit from its use in any manner whatsoever.
8. WARRANTIES
8.1 The Company warrants to the Customer that all services provided in or by RH shall be provided with due care and skill.
8.2 The Customer warrants to the Company that he/she will use the Content in accordance with these Terms & Conditions.
8.3 Save as expressly set out in these Terms & Conditions all representations, warranties, Terms & Conditions whether oral or written, express or implied by law, custom, statute or otherwise and including but not limited to satisfactory quality or fitness for any particular purpose are excluded. In particular and without prejudice to that generality, whilst the Company shall take reasonable care to avoid passing on any viruses or introducing them to the Customer, the Company shall not be liable to the Customer as a result of any virus introduced or passed on to it provided the Company had no knowledge of the existence of the virus. The Customer is advised to check RH regularly for viruses by using whatever means necessary, including but not limited to, using recognised anti-virus software.
8.4 The Company makes no warranty that the operation of RH will be uninterrupted or error-free, nor that it will be compatible with any particular browser or other software other than any specifically identified as suitable by RH.
8.5 The Customer hereby warrants that it has not been induced to enter into the Agreement by any prior representations whether oral or in writing except as expressly contained in these Terms & Conditions and the Customer hereby waives any claim for breach of any such representations which are not so expressly mentioned.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All ownership rights in software products and the Railway Herald Website licenced or provided by the Company, shall remain with the Company (or Third Parties) as appropriate.
9.2 The Customer shall immediately bring to the attention of the Company any infringement or suspected infringement by any third party of any of the Company’s Intellectual Property Rights of which it is or becomes aware and shall at the request and expense of the Company take such action or assist the Company in taking such action as the Company may deem appropriate to protect the Intellectual Property Rights.
10. LIMITATION OF LIABILITY
10.1 The Company shall not be liable for any loss or damage of whatsoever nature suffered by the Customer arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Customer or arising from any cause beyond the Company’s reasonable control or for any liability of the Customer to any Third Party.
10.2 For the purposes of Clause 10.1, a Third Party shall include (without limitation) any employee or agent of either the Customer or the Company.
10.3 The Company shall not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising, suffered by the Customer.
10.4 RH will be supplied with a view to on-going operation and Maintenance by the Company. However, no liability whatsoever is accepted by the Company for any use of RH by the Customer or any Third Party.
10.5 The Company shall have no responsibility whatsoever for the consequences of the Customer’s failure to comply with any of the Terms & Conditions herein.
10.6 The Company shall have no liability for any viruses uploaded to RH by Third Parties, the Customer's or its employees or agents. The Customer alone is responsible for virus-checking any programs, macros, data files or other material accessed through the Internet.
10.7 The Company agrees to use its reasonable endeavours to make the Railway Herald Website available to the Customer at all times but the Company does not represent or warrant that access to the Railway Herald Website will be uninterrupted or fault free. The Company shall have no liability for any failure in respect of its obligations hereunder which results directly or indirectly from failure or interruption in software or services provided by Third Parties. The Company shall not be liable for any interruptions in relation to accessibility of the Railway Herald Website or Outages arising directly or indirectly from:-
i. interruptions to the flow of data to or from the internet;
ii. changes, updates or repairs to the network or software which it uses as a platform to provide its services subject to the Company striving to minimise the interruptions/Outages that may be caused by such change;
iii. factors outside of the Company’s reasonable control;
iv. any actions or omissions of the Customer (including, without limitation, breach of the Customer’s obligations set out in the Agreement) or any Third Parties;
v. problems with the Customer’s equipment and/or Third Party equipment;
vi. Customer requested interruptions to the supply or provision of RH by the Company.
10.8 No matter how many claims are made and whatever the basis of such claims, the Company’s maximum aggregate liability to the Customer under or in connection with the provision of RH in respect of any direct loss whether such claim arises in contract or in tort shall not exceed a sum equal to the Price.
10.9 Certain links in the Railway Herald Website will take the user outside the site. Links are provided for the convenience of the Customer and inclusion of any link does not imply endorsement or approval by the Company of the linked site, its operator or its content. The Company is not responsible for the content of any linked site or the consequences of the Customer linking thereto.
11. GOVERNING LAW
11.1 These Terms & Conditions cover the Agreement between the Company and the Customer and any interpretation of them shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
12. VARIATION
12.1 No variation or amendment of any provision of these Terms & Conditions shall be effective unless made in writing and signed by both parties.
13. DATA PROTECTION ACT
13.1 Without limiting its obligations to comply with all relevant statutes and orders relating to the provision of RH, the Company shall in particular ensure that all elements of RH (including but not limited to any personal information held by the Company) comply with the provisions of the Data Protection Act 1998 (“DP Act”).
13.2 Without prejudice to the generality of Clause 13.1, the Company shall:
13.2.1 use all reasonable skill and care in relation to its processing of any of the Customer's Personal Data obtained in connection with these Terms & Conditions or any of the services provided pursuant to the Agreement, and shall use and process such Personal Data only in accordance with the terms of these Terms & Conditions and any other instructions received from the Customer;
13.2.2 upon the written request of the Customer, promptly provide to the Customer such copies of any of the Customer's Personal Data held by RH as the Customer requests, in order to comply with any subject access request under the DP Act;
13.2.3 upon receipt of updating material from the Customer in respect of any of the Customer's Personal Data, promptly modify such Personal Data in accordance with the updating material;
13.2.4 treat all Personal Data received from the Customer in connection with these Terms & Conditions as part of the confidential information of the Customer;
13.3 The Company shall take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. Having regard to the state of technological development and the cost of implementing any measures, the measures must ensure a level of security appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Personal Data to be protected; and
14. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
14.1 Notwithstanding any other provision of the Agreement, nothing in these Terms & Conditions confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.
