Terms & Conditions of The Healthier Life
Welcome to the terms and conditions which apply to your use of this website. By accessing this website, you agree to be bound by them. If you do not agree to be bound by these terms and conditions, you may not use or access this website and we have the right to restrict or prevent your access. If there is anything you do not understand please feel free to email any enquiry to us.
DEFINITIONS
"Conditions" means these terms and conditions; "Free Services" means the services available for free on the Website if you register with us, such as the HSI Daily Health E-Alert; "Personal Information" means any personal details provided by you via the Website; "Services" shall mean the Free Services and/or the Subscription Services as the context requires; "Subscription Fees" means the fees payable by you, or on your behalf, if you subscribe to the Subscription Services; "Subscription Services" means the on-line financial information and other services provided solely to registered users; "Free Trial" means the provision of the Subscription Services and unlimited access to the editorial content of the Websites provided free of charge by us to you, commencing on the date of our acceptance of your registration for such free trial, or such other period as we may decide from time to time; "User(s)" means (a) user(s) of the Website either collectively or individually, as the context requires; "We/us/our" means Agora Lifestyles Limited; "Website" or Website(s)" means the websites located at www.thehealthierlife.co.uk or any subsequent URL which may replace it from time to time; and "You/your" means you as a user of the Websites, and in addition, in respect of the following Clauses of these Conditions, means your Corporate Subscriber (if any): 3, 4, 5, 6, 7, 10, 11, 12, 13, 14, 15 and 19.
1. ACCESS
1.1 We will provide you with access to the website and the services in accordance with these Conditions. You should note that your ability to access the website and/or receive the services will vary depending on whether or not you are paying the Subscription Fees (or someone is paying the Subscription Fees on your behalf) as set out in the clauses below.
1.2 If you wish to have unrestricted access to the editorial content of the website(s) and to receive the Subscription Services, you will be required to register with us.
1.3 We shall determine, at our discretion and from time to time, the extent to which your access to the website will be restricted. If you register with us, you will be entitled to receive the Free Services in addition to having restricted access to the website(s).
1.4 Notwithstanding Clauses 1.2 and 1.3, we may, from time to time and at our discretion, provide a Free Trial and allow free access to certain parties.
2. REGISTRATION
2.1 If you wish to receive unrestricted access to the editorial content of the Website and to receive the Subscription Services you will need to register with us and the following provisions of this Clause 2 will apply.
2.2 You agree to:
2.2.1 provide true, accurate, correct and complete information which you are required to provide when you register as a user of the Website, whether in respect of the Subscription Services or the Free Services ("Personal Information"); and
2.2.2 notify us immediately of any changes to the Personal Information.
2.3 You agree not to: impersonate any other person or entity or to use a false name or a name that you are not authorised to use, or disclose your password or user name to any other person, or allow your password or user name to be used by any other person to access the Services.
2.4 We reserve the right to decline any application from you to register as a user of the Subscription Services and/or the Free Services in our sole discretion. If you are accepted you will receive from us a user name and password. If you are allowed to select a user name, we reserve the right to modify such or provide you with a user name of our choice if, in our sole opinion, such user name infringes or violates the rights of any person or third party or is defamatory, offensive or is in any other way improper or inappropriate.
2.5 We reserve the right to terminate your account (including user name and password) if any Personal Information is untrue, inaccurate, out-of-date or incomplete.
4. YOUR OBLIGATIONS
4.1 You:
4.1.1 agree not to use the website and/or the services (or any part thereof) for any illegal purpose and agree to use it in accordance with all relevant laws;
4.1.2 agree not to upload or transmit through the website and/or the services any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer;
4.1.3 will not upload or transmit through the website and/or the services any material which is defamatory, offensive, or of an obscene or menacing character, or that may cause annoyance, inconvenience or needless anxiety;
4.1.4 will not use the website and/or the services in a way that may cause the website and/or the services to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the website and/or the services is in any way impaired;
4.1.5 will not use the website and/or the services in any manner which violates or infringes the rights of any person, firm or company (including, but not limited to, rights of intellectual property, rights of confidentiality or rights of privacy);
4.1.6 will not attempt any unauthorised access to any part or component of the website and/or the services;
4.1.7 agree that in the event that you have any right, claim or action against any Users arising out of that User's use of the website and/or the services, then you will pursue such right, claim or action independently of, and without recourse to us; and
4.1.8 agree not to allow any third party directly or indirectly to use your subscription, user name or password.
5. INDEMNITY
You agree to indemnify us, or any subsidiary or holding company as defined in section 736 and 736A of the Companies Act 1985 and our and their officers, directors and employees, immediately on demand, against all claims, liability, damages, costs and expenses, including legal fees, arising out of any breach of these terms and conditions by you or any other liabilities arising out of your use of your subscription, your user name, your password, the Website and/or the Services. You shall not enter into any settlement or compromise of any such claim or action without our prior written consent. We may, at our sole discretion, assume and control the defence of such claim or action.
6. OUR RIGHTS
6.1 We reserve the right to:
6.1.1 modify or withdraw, temporarily or permanently, the website and/or the services (or any part thereof) with or without notice to you and you confirm that we shall not be liable to you or any third party for any modification to or withdrawal of the website and/or the services provided that, if we materially and permanently modify or withdraw the Subscription Services and you subscribe to these, we shall notify you in advance of such modification or withdrawal and you shall be entitled to terminate the agreement with us and receive a pro-rata refund of the proportion of any Subscription Fees you have paid to us relating to any period after such termination; and/or
6.1.2 change these Conditions from time to time. Any such changes will be displayed on the website. Changes will take effect 30 days after notification. Your continued use of the website (or any part thereof) following such change shall be deemed to be your acceptance of such change. You should ensure that you visit the website regularly as you are solely responsible for ensuring that you are aware of such changes which have been made to these Conditions. If you do not accept such changes, you shall be entitled to terminate the agreement with us and to receive a pro-rata refund of the proportion of any Subscription Fees you have paid to us relating to any period after such termination.
6.2 We will use our reasonable endeavours to maintain the website and to provide the services. The website and/or the services are subject to change from time to time. You will not be eligible for any compensation because you cannot use any part of the website and/or the services or because of a failure, suspension or withdrawal of all or part of the website and/or the services due to circumstances beyond our control.
7. THIRD PARTY LINKS
In an attempt to provide increased value to our Users, we may provide links to other websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including defamatory content) of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources.
8. MONITORING
We have the right, but not the obligation, to monitor any activity and content associated with the website and/or the services. We may investigate any reported violation of these Conditions or complaints and take any action that we deem appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing any materials on the website and/or the services).
9. YOUR DATA
9.1 We respect your personal information and aim to comply with applicable Data Protection legislation from time to time in place.
9.2 You should be aware that:
9.2.1 if we are requested by any regulatory or governmental authority, or upon receipt of a court order, or (in our view, exercised reasonably but at our discretion) legitimate request by a third party in investigating illegal activities to provide information concerning your activities whilst using Website and/or the Services we shall do so. Similarly, we will disclose your personal data if we are compelled to do so by law. We reserve the right to notify or provide such information to the relevant authority or party if, in our sole opinion, we believe an emergency, illegal activity or some other reasonable basis exists for us doing so;
9.2.2 if you agree in the course of completing your registration form, we may pass your Personal Information or details of your use of the website and/or the services to other companies in our corporate group for analysis and/or to enable them to contact you about products or services which may be of interest to you; and
9.2.3 we reserve the right to store and use your personal data solely for our own internal purposes and we further reserve the right to access, monitor and retrieve password-protected information in order to fulfil our obligations in these terms and conditions.
9.3 Please view our Privacy Policy, on our website, which forms part of these Conditions.
10. BACK-UP OF CONTENT
You shall be responsible for keeping your own copies of all content published by you (if any) in connection with the website or the services. We will not be responsible for any file recovery or for files lost by you.
11. DEALINGS WITH ADVERTISERS
Your correspondence with, or participation in promotions of, advertisers or merchants found on the website or the services, including payment for and delivery of related goods, services and any other terms, conditions, warranties or representations, associated with such dealings, are solely between you and such advertiser or merchant. You agree not to hold us liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or merchants on the website or the services.
12. INTELLECTUAL PROPERTY AND RIGHT TO USE
12.1 You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of the website and/or the services shall remain at all times vested in us or our licensors. You are permitted to use this material only as expressly authorised by us or our licensors.
12.2 You acknowledge and agree that the material and content contained within the website and/or the services is made available for your personal non-commercial use only and that you may download such material and content onto only one computer hard drive for such purpose. Any other use of the material and content of the website and/or the services is strictly prohibited. You agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.
13. NOTICES
13.1 You may send us notices under or in connection with these Conditions:
13.1.1 by post to The Healthier Life, 7th Floor, Sea Containers House, 20 Upper Ground, London SE1 9JD.
13.1.2 by fax to 'The Healthier Life Website' on 020 7633 3740.
13.1.3 by telephone to 020 7633 3630; or
13.1.4 by email to 'The Healthier Life' at cservice@agorapub.co.uk
13.2 As proof of sending does not guarantee our receipt of your notice, you must ensure that you have received an acknowledgement from us which will be sent within 3 working days of our receipt and should be retained by you.
14. LIMITATION OF LIABILITY
14.1 WHILE WE WILL USE REASONABLE ENDEAVOURS TO VERIFY THE ACCURACY OF ANY INFORMATION WE PLACE ON THE WEBSITE AND/OR THE SERVICES, WE MAKE NO WARRANTIES, WHETHER EXPRESS OR IMPLIED IN RELATION TO ITS ACCURACY.
14.2 The website and the services are provided on an "as is" and "as available" basis without any representation or endorsement and we make no warranties of any kind, whether express or implied, in relation to the website and/or the services, including but not limited to, implied warranties of
satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, conditions of completeness, or any implied warranty arising from course of dealing or usage or trade.
14.3 We make no warranty that the Website and/or the services will meet your requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the site or the server that makes them available are free of viruses or bugs or represents the full functionality, accuracy, reliability of the materials. We will not be responsible or liable to you for any loss of content or material uploaded or transmitted through the website and/or the services.
14.4 Notwithstanding any other provision in the Conditions, nothing herein shall limit your rights as a consumer under English law or mandatory legal requirements under any other applicable law.
14.5 You acknowledge that we cannot guarantee and therefore shall not be in any way responsible for the security or privacy of the website and/or the services and any information provided to or taken from the website and/or the services by you.
14.6 We will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentations) or otherwise out of or in connection with these Conditions for:
14.6.1 any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or
14.6.2 any loss of goodwill or reputation; or
14.6.3 any special or indirect or consequential losses; in any case which is suffered or incurred by one of us arising out of or in connection with the provisions of any matter under these Conditions, whether or not such losses were within the contemplation of either of us at the date on which the event giving rise to the losses occurred.
14.7 Nothing in the Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our servants, agents or employees or any other liability which may not be limited or excluded under applicable law.
15. TERMINATION
15.1 You agree that we may terminate your registration and account with us without prejudice to our other rights and remedies immediately without prior notice (including your user name and password) and delete any emails, web space and other data stored on the website or the services if:
15.1.1 we believe, in our sole opinion, that you have breached these terms and conditions or acted inconsistently with the spirit of these terms and conditions;
15.1.2 you shall cease to carry on your business or shall have a liquidator, receiver or administrative receiver appointed to you or over any part of your undertaking or asset or shall pass a resolution for your winding up (otherwise than for the purpose of a bona fide scheme or solvent amalgamation or reconstruction where the resultant entity shall assume all your liabilities) or a court of competent jurisdiction shall make an order, or shall enter into any voluntary arrangement with its creditors, or shall be unable to pay its debts as they fall due or similar in any other jurisdiction.
15.2 Either party may terminate your use of the Website and applicable Services at any time by giving the other 30 days' prior notice. You may also terminate such use in accordance with Clause
6. However, you agree that, except as set out in Clause 6.1, termination is your sole right and exclusive remedy if you are not satisfied by Website or the applicable Services.
15.3 In the event of termination of your account at any time your entitlement to use the website (without restriction) and the Subscription Services ceases immediately.
15.4 In the event of termination of your account after the end of the Free Trial:
15.4.1 subject to Clause 3.3 no refund or credit will be paid to you in respect of any payments made by you in relation to the Subscription Services; and
15.4.2 subject to Clause 3.3 you agree to provide us with all outstanding payments up to the date of termination (if any) due to us, including the cost of legal fees (if any) incurred by us in obtaining such outstanding payments where appropriate.
16. SEVERANCE
If any part of the Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from these Conditions and shall not effect the validity and enforceability of any of the remaining provisions of the Conditions.
17. WAIVER
No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
18. SURVIVAL
Each provision of these Conditions shall be construed as separately applying and surviving even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in any circumstances.
19. ENTIRE AGREEMENT
These Conditions (as amended from time to time) contain the entire agreement between you and us relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between you and us in relation to such matters. No oral explanation or oral information given by either of us shall alter the interpretation of these Conditions. You confirm that, in agreeing to accept these Conditions, you have not relied on any representation save insofar as the same has expressly been made a representation in these
Conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not become a term of these Conditions save that your agreement contained in this Clause shall not apply in respect of any fraudulent misrepresentation whether or not such has become a term of these Conditions.
20. LAW
The Conditions will be exclusively governed by and construed in accordance with the laws of England and Wales whose Courts will have exclusive jurisdiction in any dispute, save that we have the right, at our sole discretion, to commence and pursue proceedings in alternative jurisdictions.
Last updated 1 January 2005.
