In these Conditions the following words shall have the following meanings.
"Buyer" means the purchaser of The Unsigned Guide and/or the Service referred to in these Conditions as "You" or "Your".
"Conditions" means these terms and conditions of sale.
"Confirmation" means a written confirmation in the form of an electronic message acknowledging Your Order.
"Contract" means a legally binding contract for the sale and supply of the Service made in accordance with Clause 3 of these Conditions.
"Order" means an order placed by You for subscription to the Service.
"Party" means a party to the Contract.
"Price" means the price of The Unsigned Guide and/or the Service detailed in the Confirmation.
"Service" means the online music industry resource service provided by The Unsigned Guide Online to the Buyer on the Site.
"Site" means The Unsigned Guide Online website currently with the URL: www.theunsignedguide.com
"The Unsigned Guide Online" means The Unsigned Guide Online Limited at Triune Court, Monks Cross Drive, Huntington, York, YO32 9GZ.
"The Unsigned Guide" means the online music industry resource service provided by The Unsigned Guide Online to the Buyer on the Site
"Working Day" means any day (other than a Saturday and Sunday) on which the London clearing banks are open for business.
1.1 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 Where the context dictates in these Conditions, the singular shall include the plural and vice versa and any gender includes the other gender.
1.4 Any reference to a Clause shall mean a clause of these Conditions.
2.1 These Conditions include the terms of The Unsigned Guide Online's Privacy Statement, which may be accessed from the "homepage" of the Site.
2.2 If You register with The Unsigned Guide Online via our Site and subscribe to the Service, You will be deemed to accept these Conditions and You may copy these Conditions and store them for Your future reference.
2.3 When You register You may create a customer I.D. The Unsigned Guide Online will issue You with a password and confirm the customer I.D. that You have selected, or if You choose a customer I.D. that is in use or inappropriate, You will be asked to choose another customer ID. You must at all time keep your password and customer I.D. confidential.
2.4 You must notify The Unsigned Guide Online immediately of any unauthorised use of Your customer ID or password, or of any breach of security known to You. The Unsigned Guide Online can require You to change Your customer ID and/or password for security reasons. If You wish to change Your customer ID and/or password You may contact The Unsigned Guide Online and do so.
2.5 You are responsible for all activities which occur under Your customer ID and password, save where such activities occur as a result of The Unsigned Guide Online's negligence.
2.6 Your registration and continued use of the Service is entirely at the discretion of The Unsigned Guide Online. The Unsigned Guide Online reserves the right to refuse an application for subscription and / or suspend or terminate Your use of the Service without giving You notice or reason (including, but not limited to, in the event that You breach any of these terms and conditions).
3.1 The Unsigned Guide Online and the Service displayed on the Site and information about The Unsigned Guide Online, the Service and the Price are an invitation to place an Order only and not an offer to buy.
3.2 An Order is placed when you click the "Complete Order" button on The Unsigned Guide Online order form and the placing of such Order will constitute an offer by You to purchase The Unsigned Guide Online and/or the Service subject to these Conditions. You should review the Order and correct any incorrect details before pressing the "Complete Order" button.
3.3 The Unsigned Guide Online shall acknowledge receipt of Your Order with a Confirmation.
3.4 The Order shall be accepted by The Unsigned Guide Online when You receive a Confirmation which, subject to the provisions of Clause 3.5, shall create a Contract which is subject to these Conditions. The date of the Order shall be the date on which The Unsigned Guide Online issues the Confirmation.
3.5 Acceptance of Your Order is not a guarantee by The Unsigned Guide Online of the availability of The Unsigned Guide and all acceptances are conditional on availability of The Unsigned Guide and the availability of resources to perform the Service.
3.6 If You are an individual purchasing as a consumer (as defined by the Distance Selling Regulations 2000) You must be over eighteen (18) years of age and completed The Unsigned Guide Online registration process before You can purchase The Unsigned Guide and/or Service from The Unsigned Guide Online. If you are under eighteen (18) years of age a guardian must complete the registration and Order on your behalf.
3.7 If The Unsigned Guide Online which You have ordered is not available or The Unsigned Guide Online are unable to provide access to the Service, The Unsigned Guide Online shall inform You of this as soon as possible but in any event within twenty eight (28) days from when You placed Your Order.
3.8 If You receive confirmation of an Order which You did not place, or if the details in the Confirmation do not match the Order which You placed or intended to place, You must contact The Unsigned Guide Online customer service department to cancel the Order or correct the details.
3.9 If You have placed the Order as a consumer (as defined by the Distance Selling Regulations 2000) You may cancel the Order at any time within seven (7) Working Days of receiving The Unsigned Guide and/or the Service without any liability to The Unsigned Guide Online except any direct cost incurred by The Unsigned Guide Online in relation to The Unsigned Guide being returned. The Unsigned Guide Online will refund to You any part of the Price that The Unsigned Guide Online have received provided The Unsigned Guide is returned undamaged and in the original packaging.
3.10 If You are purchasing The Unsigned Guide Online and/or Service as an agent on behalf of a third party who will be paying the Price, You confirm that You have been instructed by such third party to place the Order and that You have the power to bind such third party to the Contract as though it were itself a Party. If You have not been instructed by such third party to place the Order, or You do not have the power to bind such third party to the Contract, You shall indemnify The Unsigned Guide Online for the Price of any Order made without such authority and any liabilities The Unsigned Guide Online may incur from the placing of the Order.
3.11 In the case of purchasing the Service, the Contract will be automatically renewable on a monthly basis but can be cancelled by You at any time by giving one (1) months' notice of cancellation to The Unsigned Guide Online by post to The Unsigned Guide Online, Triune Court, Monks Cross Drive, Huntington, York, YO32 9GZ or by email to [email protected].
4.1 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions on which any quotation has been given to You, or upon which the Order may be placed by You.
4.2 Subject to Clauses 5 and 13 of these Conditions, no variation of the Contract shall be binding unless agreed in writing by one of The Unsigned Guide Online authorised representatives.
4.3 The Unsigned Guide Online employees and agents are not authorised to make any representations concerning The Unsigned Guide Online and/or the Service unless confirmed by The Unsigned Guide Online in the Confirmation. In entering into the Contract You acknowledge that You do not rely on any such representations which are not confirmed in the Confirmation.
4.4 Any typographical, clerical or other error or omission on the Site or in The Unsigned Guide Online, quotation, price list, acceptance of offer, invoice or other document or information issued by The Unsigned Guide Online shall be subject to correction without any liability on The Unsigned Guide Online's part.
4.5 The Unsigned Guide Online will retain a copy of Your Order and The Unsigned Guide Online's Confirmation for the period of one year from the date Your Order was placed with The Unsigned Guide Online and You may have access to either or both by contacting The Unsigned Guide Online.
The Unsigned Guide Online reserve the right in our absolute discretion to make any changes to The Unsigned Guide and/or the Service which do not in The Unsigned Guide Online's opinion materially affect the quality of The Unsigned Guide Online and/or the Service.
6.1 The Price displayed is in pounds sterling (unless otherwise stated) and is exclusive of VAT and all other applicable taxes of any country, including but without limitation import taxes.
6.2 In respect of The Unsigned Guide, the Price is inclusive of delivery charges for mainland England, Wales and Scotland (unless otherwise stated). You must notify The Unsigned Guide Online if You require The Unsigned Guide Online to deliver outside of mainland England, Wales and Scotland and The Unsigned Guide Online will inform You whether The Unsigned Guide Online can deliver The Unsigned Guide and confirm the cost.
6.3 In respect of the Service, the Price displayed can be paid by either of the following methods:
(a) a monthly payment payable by direct debit / standing order
(b) an advance payment for a number of months (which will be at a discounted rate as advertised on the Site)
Payment by method (b) above will not affect Your rights to cancel the Service at any time in accordance with clause 3.11. However any payment made by method (b) will not be refunded where the Service is cancelled after the cooling off period of seven Working Days as set out in clause 3.9.
6.4 Payment must be made in pounds sterling at the time of placing the Order and can be made by using any major UK credit card, debit card.
6.5 Payment by any UK credit card, or debit card is subject to authorisation by the credit card issuer. If such authorisation is refused to The Unsigned Guide Online, The Unsigned Guide Online will not be liable for any delay or non-delivery of The Unsigned Guide Online and/or Service and the Order will be deemed to be cancelled.
6.6 The Unsigned Guide Online will take all reasonable care to keep Your Order and payment details secure, but The Unsigned Guide Online will not be held liable for any loss You might suffer if a third party obtains unauthorised access to any data You have submitted to the Site unless such loss has been caused by The Unsigned Guide Online negligence.
6.7 If payment is made by UK credit card or debit card, the card will be debited when the Order is placed.
6.8 Payment of the Price shall be of the essence in the Contract.
7.1 The Service may provide, through the Site or otherwise, facilities including but without limitation: directory search facilities, news bulletins, information provided by third party content providers and The Unsigned Guide Online, as well as interactive services such as diary/calendar services.
7.2 You agree that:
(a) You are solely responsible for ensuring the accuracy, validity and completeness of any content or information which You place on the Site or otherwise make available via the Service;
(b) You will ensure that any information which is made available by You on the Site or via the Service is free from all viruses, data bombs and the like;
(c) any information which You post on the Site or transmit via the Service will not:
(i) be incorrect, inaccurate, deliberately misleading, illegal, unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, pornographic, vulgar, invasive of any other person's privacy, embarrassing, hateful, racially or otherwise offensive; or
(ii) infringe the intellectual property rights or other legal rights of any person.
(d) in the event that You become aware of any information which you have placed on the Site or via the Service which is in breach of these terms and conditions (and in particular, 3.1 (c) above), You shall inform The Unsigned Guide Online of this as soon as possible;
(e) You will not provide any false or misleading details to The Unsigned Guide Online when registering to use the Service;
(f) You will not adopt a false identity or hold yourself out to be another person or falsely claim to have a relationship with another person on or via the Service; and
(g) the Service is made available to You on an "as is" basis and as such, The Unsigned Guide Online do not guarantee that the Service will be continually available or free from interruption.
7.3 You agree to indemnify The Unsigned Guide Online for all losses (of whatever type) suffered by The Unsigned Guide Online and expenses incurred by The Unsigned Guide Online as a result of Your use (or misuse) of the Service and / or as a result of any breach by You of any of these terms and conditions and / or in respect of any claim brought against The Unsigned Guide Online by any third party relating to information made available by You on the Site or via the Service.
8.1 Certain information accessible on or via the Service has not been provided by The Unsigned Guide Online and The Unsigned Guide Online does not as a matter of course verify or vet such information.
8.2 Certain information provided on the Site and via the Service has been provided by The Unsigned Guide Online and prepared in good faith using information which is publicly available or which comes from other sources which are believed to be reliable.
8.3 Certain parts of the Service may contain hypertext links or other links to the web-sites of persons other than The Unsigned Guide Online. The Unsigned Guide Online provides links to such sites for your information and convenience only. The Unsigned Guide Online do not in any way recommend or endorse the information placed on such websites and The Unsigned Guide Online is not affiliated to such third party.
8.4 The information and content on any websites linked to the Site is not under The Unsigned Guide Online's control and if you decide to access any information or content placed on such sites you do so at your own risk.
8.5 Regardless of the source of any information provided in the Unsigned Guide, on the Site or via the Service, The Unsigned Guide Online do not guarantee:-
(a) the accuracy, validity or completeness of information which is available;
(b) that any such information does not breach any intellectual property or other rights of any person; nor
(c) that any such information will be free from viruses, data bombs and the like.
8.6 Information available on the Site and via the Service is intended for general consumption only and does not constitute advice or recommendations. As such, You should not rely on such information when making any business specific or other decisions. The Unsigned Guide Online recommends that You obtain the necessary professional advice before making any business decisions or otherwise based on information on the Site or made available via the Service.
8.7 The Unsigned Guide Online does not screen, edit, or review all postings prior to their appearance on the Site. However, The Unsigned Guide Online does reserve the right to monitor all materials placed by You on the Site or via the Service and to remove any information which in our absolute discretion we perceive to be in breach of Clause 8.1(c).
9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND THE CONTENT AVAILABLE ON IT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) WE MAKE NO WARRANTY THAT
(i) THE CONTENT PLACED ON THE SITE OR TRANSMITTED VIA THE SERVICE WILL MEET YOUR REQUIREMENTS,
(ii) ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(iii) CONTENT OBTAINED FROM THE SITE OR VIA THE SERVICE WILL BE ACCURATE OR RELIABLE,
(iv) ANY ERRORS IN THE CONTENT WILL BE CORRECTED; OR
(v) THAT THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE FROM VIRUSES
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, THE SITE OR VIA THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS DISCLAIMER.
9.2 NEITHER WE NOR THE SUPPLIER OF CONTENT SHALL BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE INCLUDING, BUT WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF ANTICIPATED PROFIT, LOSS OF TRAVEL EXPENSES OR ACCOMODATION, LOSS OF BUSINESS, ECONOMIC LOSS, OVERHEAD RECOVERY, ANTICIPATED SAVINGS, LOSS OF DATA, DEPLETION OF GOODWILL OR OTHERWISE OR ANY COSTS, EXPENSES OR OTHER CLAIMS FOR CONSEQUENTIAL COMPENSATION WHATSOEVER (HOWSOEVER CAUSED) WHICH ARISES OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICE
9.3 NOTHING IN THESE CONDITIONS SHALL OPERATE TO EXCLUDE OR LIMIT THE LIABILITY OF THE UNSIGNED GUIDE ONLINE FOR FRAUDULENT MISREPRESENTATION OR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE
9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
10.1 The Unsigned Guide Online shall not be liable to You or be deemed to be in breach of any Contract by reason of any delay in performing, or any failure to perform, any of The Unsigned Guide Online's obligations in relation to the provision of the Service and/or sale of the Unsigned Guide Online if the delay or failure was due to any of the following acts of force majeure beyond our reasonable control:
(a) act of God, explosion, flood, tempest, fire or accident;
(b) war or threat of war, terrorism, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d) import or export regulations or embargoes;
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Unsigned Guide Online or of a third party);
(f) difficulties in obtaining raw materials, labour, fuel, parts of machinery;
(g) power failure or breakdown in machinery;
(h) malfunction of the Site.
11.1 The names, images, pictures, logos and icons identifying The Unsigned Guide Online, The Unsigned Guide and/or The Unsigned Guide Online's Service are, unless otherwise stated, our intellectual property. Other products, pictures, images, logos, and icons and company names mentioned on The Unsigned Guide Online's Site may belong to other companies.
11.2 All intellectual property rights in the design, content and arrangement of The Unsigned Guide Online's Site (including its text and graphics, all software compilations or underlying source code, and all other material on our website) are reserved by The Unsigned Guide Online or The Unsigned Guide Online content and/or technology providers.
11.3 All intellectual property rights in any materials placed on the Site and via the Service by or on the behalf of The Unsigned Guide Online remain in our ownership or the third party by whom The Unsigned Guide Online are licensed to use such materials (as appropriate) and You may not copy, reproduce or distribute such materials without The Unsigned Guide Online prior written consent.
13.1 Subject to the requirements of the Data Protection Act (as amended), The Unsigned Guide Online may use any information provided by You on the Site or via the Service to contact You with details regarding The Unsigned Guide Online or information which The Unsigned Guide Online thinks may be of interest to You. If You wish to receive such information you should indicate this by checking the receive information checkbox at the time of registration. You can also select the "unsubscribe" button at the end of the relevant bulletin sent to you if you no longer wish to receive it. To update or change your registration information subsequently you should email [email protected]
13.2 One of the facilities offered by the Service is the ability for You to make Your email address visible to other users of the Service. If you chose this option, You consent to other users having access to Your email address and You acknowledge that The Unsigned Guide Online has no control over the content of any communications which may be sent to You by other users.
14.1 The provisions of the Freedom of Information Act 2000 (as amended) may apply to both The Unsigned Guide Online and / or You. In the event that The Unsigned Guide Online receives a request pursuant to the Freedom of Information Act requesting the disclosure of information provided by You to it (whether on the Site, via the Service or otherwise) You agree that regardless of whether or not You are a person to whom the provisions of the Freedom of Information Act apply, The Unsigned Guide Online shall be entitled to disclose such information unless it has legitimate grounds pursuant to the Freedom of Information Act to decline to disclose the information in question.
14.2 In addition to the disclosure of information pursuant to the Freedom of Information Act, You also agree that The Unsigned Guide Online may make available at the request of the police or any relevant regulatory authority information which You have made available on the Site or via the Service.
15.1 You should not send any confidential information or proprietary information to The Unsigned Guide Online or place any confidential or proprietary information on the Site or transmit it via the Service. Any information submitted by you shall become the property of The Unsigned Guide Online and you grant to The Unsigned Guide Online the right to use that information subject to The Unsigned Guide Online's Privacy Statement to which a link is placed on the homepage of the Site.
15.2 By sending information to The Unsigned Guide Online, placing information on the Site and transmitting information via the Service You grant to The Unsigned Guide Online an unrestricted, irrevocable licence to use, display, reproduce, transmit and distribute such information.
15.3 You further agree that The Unsigned Guide Online and any visitors to the Site are free to use any concepts, know-how or ideas associated with the information you provide.
16.1 The Unsigned Guide Online may, without prejudice to any rights or remedies which The Unsigned Guide Online may have against You, defer or cancel the Contract if:
(a) You commit a material breach of any of Your obligations under the Contract which is not capable of remedy; or
(b) You commit a material breach of any of Your obligations under the Contract which is capable of remedy but which has not been remedied within a period of fourteen (14) days following receipt of written notice to do so; or
(c) You fail to make payment in accordance with clause 6.
17.1 The Contract is personal to You and You shall not assign or transfer or purport to assign or transfer to any other person any of Your rights or sub-contract any of Your obligations under the Contract.
17.2 The Unsigned Guide Online may assign or subcontract the performance of some of The Unsigned Guide Online's obligations under the Contract, including but without limitation, the provision of the Service.
Notices shall be deemed to be served on delivery when delivered by hand, upon sending the notice if sent by email (provided the email is properly addressed), on receipt of a printout confirming due transmission when transmitted by facsimile, or two (2) days after mailing if sent by mail, provided the postage is properly paid and such notice is correctly addressed to the respective party at the address made known by each Party prior to entering into the Contract. If You change Your address for notification purposes, then You shall give The Unsigned Guide Online written notice of the new address and the date on which it shall become effective. The Unsigned Guide Online shall notify You of a change of The Unsigned Guide Online's address on the "contacts" page of the Site which You should always check before attempting to contact The Unsigned Guide Online.
No variation of these Conditions will be valid unless authorised in writing by one of The Unsigned Guide Online's duly authorised representatives.
No waiver by The Unsigned Guide Online of any breach of the Contract or these Conditions by You shall be considered as a waiver of any subsequent breach of the same or any other provision.
Nothing in the Contract or these Conditions shall constitute or be construed as constituting a partnership or joint venture between You and The Unsigned Guide Online or shall authorise either Party to enter into contractual relationships or incur obligations on behalf of the other Party.
An entity which is not expressly a Party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions.
If any provision of these Conditions or the Contract is found by any competent authority or a court of law to be invalid or unenforceable for any reason, the remainder of these Conditions and the Contract shall continue in full force and effect.
These Conditions and the Contract formed pursuant to them represent the entire agreement between the Parties relating to the purchase of The Unsigned Guide Online and/or the Service and supersedes all prior agreements, arrangements and undertakings between the Parties relating to The Unsigned Guide Online and/or the Service and You agree that You will have no remedy in respect of any untrue representation innocently or negligently made by or on behalf of The Unsigned Guide Online prior to entering into the Contract which You relied upon in entering into the Contract whether such representation was made orally or in writing. Nothing in these Conditions shall exclude or limit The Unsigned Guide Online liability for fraudulent misrepresentation.
These Conditions and the Contract shall be governed by and construed in accordance with the laws of England in the English language, and You agree to submit to the exclusive jurisdiction of the English courts.
It is The Unsigned Guide Online policy to advise You that telephone calls may be recorded. This is for Your protection and is used for The Unsigned Guide Online internal training.