Terms & Conditions

These terms of use (and any other terms referred to in them), state the terms which you must comply with when using the Shephard Plus subscription service at shephardmedia.com, however you access it (whether via any mobile device, desktop etc.), (the site). Please read these terms of use carefully before you start to use the site and check them regularly. By using the site, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using the site.


INFORMATION ABOUT US

The site is owned and operated by The Shephard Press Limited (we, our, us). We are a limited company registered in England and Wales under company number 01517026 and have our registered office and principle trading address at Saville Mews, 30 Saville Rd, London, W4 5HG, United Kingdom. Our VAT number is GB578457289.


ACCESSING THE SITE

Access to the site is not guaranteed, from time to time we may update, withdraw or amend the content and service provided on the site without notice. We will not be liable if the site or any content is unavailable at any time for any reason. From time to time, we may restrict access to some parts of the site, or the entire site, including to users who have registered and subscribed with us.

You are responsible for making all arrangements necessary for you to have access to the site, and for ensuring that everyone who accesses our site through your internet connection and/or subscription is aware of these terms, and that they comply with them.

If you decide to apply to become a registered user of the site and create an account, you may choose, or you will be provided with, a username, password and any other piece of information we deem necessary as part of our security procedures. You must treat such details and information as confidential, and you must not disclose it to any third party. You must provide us with your contact details in the form of your email address, postal address (and any other details we collect from you at registration) so that we can contact you when necessary. You must not impersonate or try to impersonate another person, disclose your password to anyone else, allow anyone else to use your account, use anyone else's account or address. You are responsible for everything done using your account. If you think that someone else may have access to, or be using, your password or account, you must tell us as soon as possible by emailing plus@shephardmedia.com. We have the right to disable any username or password, whether chosen by you or allocated by us, at any time. We also have the right to suspend or terminate any account at any time.

By registering, you certify that all information you provide in the registration is accurate. You may only maintain one active account per user but you may use this on any device. By accepting these Terms of Use, you certify that you have no other registration with us.

You must have a valid email registered with us at all times. If an email that we send to you should bounce for some reason, your account may be temporarily suspended until you contact us with a verifiable address.

From time to time we will send you an email containing information about the site. This email may contain news related items, editorial content and other information relevant to the site If you do not want to receive these email, please inform us by emailing plus@shephardmedia.com.


SUBSCRIPTION AND PAYMENT

Some of the site's functionality is free to use. However, if you choose to upgrade/take a subscription, then you or your organisation will be charged for use of the site in accordance with the payment page and your payment choice. All subscriptions are conditional on receipt of payment in advance. If you opt for monthly subscription, you may give notice to terminate your subscription at any time but your subscription will terminate at the end of the month in which you give notice and you will not be refunded the charge for that month. If you opt for the annual subscription, you may give notice to terminate at any time but your subscription will terminate at the end of the year and you will not be refunded your annual subscription charge. If you subscribe on a company wide basis, all users will be affected by any termination. We reserve the right to only permit one free trial period. Please submit any termination requests to us via email to payments@shephardmedia.com, or call us on +44 020 3179 2588, providing your First name, last name, subscription reference number, email address and the reason for your termination. This information must be identical to the information originally submitted on your order subscription signup.

YOUR CONTENT OBLIGATIONS

You agree that you shall, and (where applicable) shall procure that your Authorised Users shall, only access, use, reproduce, modify, license, download, print or otherwise make available the Content for your own business use within your company. Neither you nor your Authorised Users may provide the Content to any individuals outside your company, nor to any individuals within your company who are not Authorised Users, without our prior consent.

You agree that you:

  1. shall not use the Content to develop or provide, directly or indirectly, any product or service that competes with our business or any of our Affiliates' businesses;
  2. shall not use the Content in any way which might infringe any third party rights including third party Intellectual Property Rights;
  3. shall not, to the extent the Content contains Personal Data, share that Personal Data with any third party or use the Personal Data other than for purposes for which the Content is expressly provided;
  4. shall, to the extent the Content contains Personal Data, comply with any obligations you may have under Data Protection Legislation;
  5. shall not use the Content in any way that is contrary to applicable law;
  6. shall not modify, decompile or reverse engineer any software supplied as part of the Content.


PROHIBITED USES

You may use our site only for lawful purposes. You may not use our site:

  1. in any way that breaches any applicable local, national or international law or regulation;
  2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
  3. for the purpose of harming or attempting to harm any person in any way;
  4. to send, knowingly receive, upload, download, use or re-use any material which is defamatory, contains any material which is obscene, offensive, hateful or inflammatory, promotes sexually explicit material, promotes violence, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, infringes any copyright, database right or trade mark of any other person, is likely to deceive any person, be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence, promote any illegal activity, be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety, be likely to harass, upset, embarrass, alarm or annoy any other person, be used to impersonate any person, or to misrepresent your identity or affiliation with any person, gives the impression that it emanates from us, advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse;
  5. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
  6. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

  1. not to reproduce, duplicate, copy or re-sell any part of our site or its content in contravention with these terms of use;
  2. not to access without authority, interfere with, damage or disrupt:
  3. any part of our site;
  4. any equipment or network on which our site is stored;
  5. any software used in the provision of our site; or
  6. any equipment or network or software owned or used by any third party.


INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others to material posted on our site. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.

You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

By submitting a contribution to us or the site for public display, you agree to grant us a non-exclusive, perpetual, irrevocable, royalty free, transferrable and worldwide licence to use that contribution for any purpose. Although you will still own the copyright in your contribution, we will have the right to freely use, edit, alter, reproduce, publish and/or distribute the material contained in your contribution. We may exercise all copyright and publicity rights in the material contained in your contribution in all jurisdictions, to their full extent and for the full period for which any such rights exist in that material. Please note that this clause and the licence in it only applies to content you contribute for public display – it does not apply to the confidential financial and personal information you upload to the site.


RELIANCE ON INFORMATION POSTED

Contributions, articles, commentary and other materials posted on our site are provided for general information only and are not intended to amount to advice on which reliance should be placed. In particular, our content is not, and should not be construed as professional advice. You should not rely on the information on our site to inform your decisions – instead it is information provided to help you make your own decisions and/or to seek professional advice. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

Our site and some related emails include third-party advertisements. The appearance of an advert does not mean that we endorse the advertiser's goods or services. Whilst we will not knowingly run an advert that is untrue, we are not responsible for the accuracy of any advertising material or the usefulness of an advertised product or service.

In some areas of our site you will find product listings. Some of the product providers may have paid us to promote their products and services to you. We do not recommend one product provider over another and these product listings are not intended to be an exhaustive list of all providers of a particular product. It is up to you to decide whether what they offer is right for you or whether you should look elsewhere. Accordingly, we specifically disclaim all liability for any damage or costs of any type arising out of or in any way connected with your use of a product provider's product or included in our product listings.


OUR SITE CHANGES REGULARLY

We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.


OUR LIABILITY

The material displayed on our site is provided for general information purposes only, without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, any other members of our group of companies and third parties connected to us hereby expressly exclude:

all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for, loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, loss of goodwill, wasted management or office time, and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.


INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE

We process information about you in accordance with our privacy policy www.shephardmedia.com/privacy-policy. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.


VIRUSES, HACKING AND OTHER OFFENCES

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server/servers on which our site or any part of it is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.

By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.


LINKING TO OUR SITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with any content standards set out in these terms.

If you wish to make any use of material on our site other than that set out above, please address your request to plus@shephardmedia.com.


LINKS FROM OUR SITE

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.


INDEMNITY

You agree to indemnify, defend, and hold harmless The Shephard Press Limited, its affiliates, directors, officers and employees from and against any claim, liability, cost, damage or loss any of them may incur (including, without limitation, solicitors' fees) as a result of any breach by you of your obligations under these Terms of Use.


VARIATIONS

We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our site.


GENERAL ISSUES

No text or information set forth on any other purchase order, pre-printed form or document or any other verbal representation or warranty shall add to or vary these Terms of Use. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and use as a result of these Terms of Use or use of the site. Our failure to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. These Term of Use comprise the entire agreement between you and us and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.


JURISDICTION AND APPLICABLE LAW

The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

SHEPHARD PLUS SUBSCRIPTION TERMS AND CONDITIONS

These terms set out the terms and conditions of the subscription for content

1.    DEFINITIONS AND INTERPRETATION

1.1    The following definitions apply to these Terms: “Affiliates” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity; “Authorised Users” means those employees in your organisation who are entitled to have access to the Content as specified in the Order and subject to any limitations set out in the Order; “Content” means the publications, articles, materials, documents, data, research, reports and/or other information that is provided to subscribers by us or one or more of our Affiliates, in print copy or in electronic format as applicable; “Data Protection Legislation” means the Data Protection Act 1998, the EU Data Protection 95/46/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner, as they may be amended and updated from time to time; “Intellectual Property Rights” means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world; "Order" means an order for Content placed by you with us in accordance with these Terms (and "Ordered" shall be construed accordingly); "Personal Data" has the meaning given to it in the Data Protection Legislation; "Subscription" means your subscription for Content which is subject to these Terms; "Terms" means these subscription terms and conditions, which apply to your Subscription; “we” means Shephard Press Ltd, a limited company registered in England and Wales under company number 01517026 whose registered office and principle trading address is Saville Mews, 30 Saville Road, London, W4 5HG. Our VAT number is GB578457289. “website” means our website at www.shephardmedia.com; “you” means you, the business user (being either an individual acting in the course or in relation to your business, trade or profession or a corporate entity) which has placed an Order either yourself, or in the case of corporate entity via an individual who is authorised to place and Order on your behalf and each of your Authorised Users; “Individual license” or “single user subscription” means a license purchased for individual use, as detailed in clause 2.3; “Corporate license” means a subscription purchased through the organisation for its employees. Content may be distributed internally as per your written agreement at the point of sale; and “Commercial license” is a subscription purchased for the purpose of using the content for commercial means. Content may be distributed to an external business as per your written agreement at the point of sale, intellectual property rights and subject to proper citation referencing Shephard Media and www.shephardmedia.com

2.    ORDERS AND FORMING YOUR SUBSCRIPTION

2.1 Orders for Content may be made by: (i) making an e-mail or telephone enquiry to our sales team or (ii) signing up on the website using a credit card. To place an Order, contact our sales team by e-mail or telephone to discuss your requirements. Our sales team will then send you an order form ("Order Form") setting out the proposed terms of your Order. 2.1.2 The Order Form that we send to you is an offer by us to provide you with a Subscription on the terms set out in the Order Form. You can accept these terms (at which point the Order will become binding) by: (i) signing the Order Form manually and emailing a scan of the signed form back to us; or (ii) where we make such option available to you, signing the Order Form electronically in accordance with the instructions provided; 2.2 Please note that your use of our Website is governed by our website terms and conditions at www.shephardmedia.com/terms-an... that we will use any personal information you provide to us in connection with your Subscription in accordance with our privacy and cookies policy at www.shephardmedia.com/privacy-... 2.3 Single user licences are for individual usage only. The license, username and password associated with that license, and the content that is offered by the license cannot be shared internally or externally. The purpose of a single user license is designed for personal consumption of Shephard content, or, when that individual works on a freelance basis, for business use. 2.31 Single user licences may be purchased through the following means: (i) on a monthly or annual basis through our online shop using a credit card, (i) on an annual basis by issuing an invoice, for which the charges are detailed in 5.61

3. PROVIDING CONTENT 3.1 Following conclusion of your Order in accordance with clause 2, we shall supply you with the Content. The amount and type of Content we supply you with and the duration for which we will supply it is set out in the Order. 3.2 Where we say that we will provide you with the Content, or with access to the Content, this means that we will provide you with the relevant type of access for the Content, as specified in your Order. For example, where your Order is for print copy Content only, a reference to us providing you with Content is a reference to us delivering print copy Content to you, and where your Order is for a mixture of print copy and digital Content, a reference to us providing you with the Content is a reference to us delivering print copy Content in relation to the print copy part of that Order and a reference to us making available digital Content through the internet in relation to the digital part of that Order. 3.3 Where the Content consists (solely or partly) of digital Content: 3.3.1 we grant you a limited, non-exclusive, non-transferable licence to use the Content for the duration of these Terms in accordance with these Terms; 3.3.2 the licence granted in clause 3.3.1 is limited, if applicable, to the number of Authorised Users specified in your Order 3.4 We shall endeavour to provide constant, uninterrupted access to the Website and the Content, but we cannot and do not guarantee to do so. Access to our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Website without notice. You are responsible for making all arrangements necessary for you to have access to our Website. We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material. 3.5 If the Website is unavailable for a continuous period of 14 days, you may terminate your Subscription immediately by giving written notice to us. If you exercise this right, our sole liability to you shall be to refund you, on a pro rata basis, the charges paid by you for the portion of your Subscription remaining after the date on which the Website ceased to be available.

4. YOUR CONTENT OBLIGATIONS 4.1 You agree that you shall, and (where applicable) shall procure that your Authorised Users shall, only access, use, reproduce, modify, license, download, print or otherwise make available the Content for your own business use within your company. Neither you nor your Authorised Users may provide the Content to any individuals outside your company, nor to any individuals within your company who are not Authorised Users, without our prior consent. 4.2 You agree that you: 4.2.1 shall not use the Content to develop or provide, directly or indirectly, any product or service that competes with our business or any of our Affiliates' businesses; 4.2.2 shall not use the Content in any way which might infringe any third-party rights, including third party Intellectual Property Rights; 4.2.3 shall not, to the extent the Content contains Personal Data, share that Personal Data with any third party or use the Personal Data other than for purposes for which the Content is expressly provided; 4.2.4 shall, to the extent the Content contains Personal Data, comply with any obligations you may have under Data Protection Legislation; 4.2.5 shall not use the Content in any way that is contrary to applicable law; 4.2.6 shall not modify, decompile or reverse engineer any software supplied as part of the Content. 4.3 You shall, or where applicable each of your Authorised Users shall, set up a user name and password on the Website to access the Content. You shall not, and where applicable shall ensure that your Authorised Users shall not, share your/their user name(s) and password(s) with anybody. You must treat such details and information as confidential, and you must not disclose it to any third party. You must provide us with your contact details in the form of your email address, postal address (and any other details we collect from you at registration) so that we can contact you when necessary. You must not impersonate or try to impersonate another person, disclose your password to anyone else, allow anyone else to use your account, use anyone else's account or address. You are responsible for everything done using your account. If you think that someone else may have access to, or be using, your password or account, you must tell us as soon as possible by emailing plus@shephardmedia.com. 4.31 We have the right to disable any username or password, whether chosen by you or allocated by us, at any time. We also have the right to suspend or terminate any account at any time. By registering, you certify that all information you provide in the registration is accurate. You may only maintain one active account per user but you may use this on any device. By accepting these Terms of Use, you certify that you have no other registration with us. 4.4 We have the right to disable any username or password, whether chosen by you or allocated by us, at any time.  If an email that we send to you should bounce for some reason, your account may be temporarily suspended until you contact us with a verifiable address. 4.5 We also have the right to suspend or terminate any account at any time. 4.6 We may add Authorised Users on your behalf where you have specified in your Order that you wish us to do so. You shall inform us when an Authorised User should no longer has access to the Content (for example, because they have left your organisation). We may monitor usage to detect password sharing.

5. PROHIBITED USES 5.1    You may use our site only for lawful purposes. You may not use our site: 5.1.1 in any way that breaches any applicable local, national or international law or regulation; 5.1.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; 5.1.3    for the purpose of harming or attempting to harm any person in any way; 5.1.4    to send, knowingly receive, upload, download, use or re-use any material which is defamatory, contains any material which is obscene, offensive, hateful or inflammatory, promotes sexually explicit material, promotes violence, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, infringes any copyright, database right or trade mark of any other person, is likely to deceive any person, be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence, promote any illegal activity, be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety, be likely to harass, upset, embarrass, alarm or annoy any other person, be used to impersonate any person, or to misrepresent your identity or affiliation with any person, gives the impression that it emanates from us, advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse; 5.1.5    to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or 5.1.6    to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware. 5.2    You also agree: 5.2.1    not to reproduce, duplicate, copy or re-sell any part of our site or its content in contravention with these terms of use; 5.2.2    not to access without authority, interfere with, damage or disrupt: any part of our site; any equipment or network on which our site is stored; any software used in the provision of our site; or any equipment or network or software owned or used by any third party.

6. CHARGES AND PAYMENT Charges 6.1 The charges for your Content will be set out in your Order. In addition to our charges for your Subscription, where you Subscribe for digital Content, you are responsible for paying any internet connection or other telecommunication charges payable for accessing the Content. 6.2 The charges are exclusive of VAT or any other sales tax applicable to your country of residence, and such taxes shall be payable by you at the applicable current rate chargeable at the time that we invoice you. 6.3 If the price we state to you for your Order is clearly incorrect then we are not obliged to provide you with a Subscription at that price even if we have accepted your Order. If we notify you of a pricing error, you may continue your Subscription at the correct price or cancel your Subscription without any obligation to us and we shall refund you any monies that you have paid to us in respect of that Subscription. 6.4 We have the right to make changes to the charges from time to time. If these changes result in an increase in the charges payable by you, we shall inform you in advance of the change. If you do not agree to pay the increased charges, you may terminate your Subscription in accordance with clause 8. 6.5 We may give you the option to pay the charges on, usually, either a monthly or an annual basis. Any such options and any other options for payment will be specified in your Order. Payment 6.6 You shall pay the charges by credit or debit card or by invoice, as applicable to your Order (the "Payment Methods"). 6.7 If your Payment Method is a credit or debit card, you authorise us to take payments from the credit or debit card chosen by you on a recurring monthly or annual basis as applicable, for the duration of your Subscription. 6.8 If your Payment Method is invoice, 6.8.1 we may issue a 20% administrative surcharge for individual licences 6.8.2 we shall be entitled to issue an invoice to you for the charges on a monthly or annual basis as applicable and you shall pay each invoice submitted by: (i) us within 30 days of issue (unless otherwise specified in the Order Form); and (ii) in full and cleared funds to the bank account nominated by us on the invoice. 6.9 Please note that if you have any queries or complaints in respect of an invoice, such queries or complaints must be notified to our Finance Department in writing within 14 days of the date of such invoice. 6.10 You shall pay all amounts due under these Terms in full without any deduction or withholding except as required or permitted by law. We may, without limiting its other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

7. OUR RIGHT TO VARY THESE TERMS 7.1 We may revise these Terms from time to time. Each time you place an Order for Content, the Terms in force at the time you place your Order will apply to the subscription formed by that Order. 7.2 We may revise these Terms as they apply to your Subscription from time to time to reflect changes in relevant laws and regulatory requirements. 7.3 If we have to revise these Terms as they apply to your Subscription, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel your Subscription if you are not happy with the changes. 8. TERM AND TERMINATION 8.1 Subject to clause 8.2, your Subscription will last for a period of 12 months (the "Initial Term"). We shall contact you 2 months prior to end of the initial term and provide you with a “Renewal Notice” detailing the terms of the subscription renewal. 8.2 If you have signed up on the website using a credit card, we shall send you a renewal notice one week prior to the end of the Initial Term and, unless you inform us prior to the end of the Initial Term that you wish to cancel, your Subscription with effect from the expiry of the Initial Term, your Subscription shall automatically renew upon these Terms as amended by the Renewal Notice. 8.3 If you opt for the annual subscription, you may give notice to terminate at any time but your subscription will terminate at the end of the year and you will not be refunded your annual subscription charge. 8.31 If you opt for monthly subscription (an individual license through the website), you may give notice to terminate your subscription at any time but your subscription will terminate at the end of the month in which you give notice and you will not be refunded the charge for that month. 8.4 We may cancel your Subscription at any time by giving you at least 90 days' notice in writing. If we exercise this right, we shall refund you, on a pro rata basis, the charges paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs. 8.5 We may, at our option, suspend access to digital Content, suspend delivery of print copy Content or terminate your Subscription at any time with immediate effect by giving writing notice to you if: 8.5.1 you fail to pay any amount due under these Terms on the Due Date for payment; 8.5.2 you otherwise breach these Terms; or 8.5.3 we reasonably believe that your use of the Content is infringing or is likely to infringe any third-party rights.

9. CONSEQUENCES OF TERMINATION 9.1 On expiry or termination of your Subscription for any reason: 9.1.1 you shall immediately pay to us all outstanding unpaid charges; 9.1.2 your, and where applicable, your Authorised Users' access to digital Content will be revoked; and 9.1.3 the licence granted in clause 3.3.1 will cease 10. INTELLECTUAL PROPERTY RIGHTS 10.1 We, or our content providers, are the owners or licence holders of the Intellectual Property Rights in the Content. Subject to clause 3.3, you acknowledge and agree that nothing in these Terms or in an Order shall be construed so as to transfer any Intellectual Property Rights in the Content to you. 10.1.1 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged. 10.1.12 You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so as stipulated in clause 1.1. 10.2 If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. 10.3 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with any content standards set out in these terms. 10.4 Digital Content may contain links to third party websites. You are responsible for deciding whether to access a third-party website and your use of third party websites will be governed by the terms of that third-party website. We have no responsibility for any aspect of third party websites. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. 10.5 Our site and some related emails include third-party advertisements. The appearance of an advert does not mean that we endorse the advertiser's goods or services. Whilst we will not knowingly run an advert that is untrue, we are not responsible for the accuracy of any advertising material or the usefulness of an advertised product or service. 10.6 In some areas of our site you will find product listings. Some of the product providers may have paid us to promote their products and services to you. We do not recommend one product provider over another and these product listings are not intended to be an exhaustive list of all providers of a particular product. It is up to you to decide whether what they offer is right for you or whether you should look elsewhere. Accordingly, we specifically disclaim all liability for any damage or costs of any type arising out of or in any way connected with your use of a product provider's product or included in our product listings. 11. LIMITATION OF LIABILITY 11.1 Contributions, articles, commentary and other materials posted on our site are provided for general information only and are not intended to amount to advice on which reliance should be placed. In particular, our content is not, and should not be construed as professional advice. You should not rely on the information on our site to inform your decisions – instead it is information provided to help you make your own decisions and/or to seek professional advice. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents. 11.2 The material displayed on our site is provided for general information purposes only, without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, any other members of our group of companies and third parties connected to us hereby expressly exclude: 11.2.2 all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity. 11.2.3 any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for, loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, loss of goodwill, wasted management or office time, and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above. 11.2.4 This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law. 12. GENERAL 12.1 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 12.2 The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 12.3 These Terms and our website terms and conditions and privacy and cookies policy constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. 12.4 You acknowledge that in entering into these Terms you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or our website terms and conditions and privacy and cookies policy. 12.5 Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between us, constitute either of us the agent of the other, or authorise either of us to make or enter into commitments for or on behalf of the other. 12.5.1 However we do reserve the right to utilise your logo and company name in promotional materials as a client, and verbally mention that utilise our content for the benefit of your organisation. 12.6 If you have placed an Order on behalf of a business, you confirm that you have authority to bind the business on whose behalf you are placing the Order. 12.7 You agree to indemnify, defend, and hold harmless The Shephard Press Limited, its affiliates, directors, officers and employees from and against any claim, liability, cost, damage or loss any of them may incur (including, without limitation, solicitors' fees) as a result of any breach by you of your obligations under these Terms of Use.

If you have any concerns about these terms, please contact plus@shephardmedia.com