Access to the sites and changes
1. Access to and use of any site operated by us (whether www.wundermanthompsoncommerce.com or any other of our web sites) (the “Sites”) is provided by us subject to these Site Terms. “We” are Wunderman Thompson Commerce UK Limited (“Wunderman Thompson Commerce”), a company registered in England and Wales (registered number 2360867) whose registered office address is Sea Containers, 18 Upper Ground, London, SE1 9GL and whose principal place of business is at 36 Clarendon Road, Watford, Hertfordshire WD17 1JJ. Our VAT number is 489 3066 07.
2. Your use of any part of the Sites constitutes your acceptance of these Site Terms which takes effect on the date on which you first use the Sites. If you do not agree with these Site Terms, you should cease using the Sites immediately.
3. We reserve the right to change these Site Terms at any time without notice to you by posting changes online. You are responsible for regularly reviewing information posted online to obtain timely notice of such changes. Your continued use of the Sites after changes are posted constitutes your acceptance of the amended Site Terms.
4. You are responsible for all access to the Sites through your Internet connection and for bringing these Site Terms to the attention of all such persons.
5. You shall not in any way use the Sites or submit to us or to the Sites or to any user of the Sites anything which in any respect:
a. is in breach of any law, statute, regulation or byelaw of any applicable jurisdiction;
b. is fraudulent, criminal or unlawful;
c. is inaccurate or out-of-date;
d. may be obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue or political;
e. impersonates any other person or body or misrepresents a relationship with any person or body;
f. may infringe or breach the copyright or any intellectual property rights (including without limitation copyright, trade mark rights and broadcasting rights) or privacy or other rights of us or any third party;
g. may be contrary to our interests;
h. is contrary to any specific rule or requirement that we stipulate on the Sites in relation to a particular part of the Sites or the Sites generally; or
i. involves your use, delivery or transmission of any viruses, unsolicited emails, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
6. You hereby grant to us an irrevocable, royalty-free, worldwide, assignable, sub-licensable licence to use any material which you submit to us or the Sites for the purpose of use on the Sites or for generally marketing (by any means and in any media) our services. You agree that you waive your moral rights to be identified as the author and we may modify your submission.
7. The views and comments on content accessible from the Sites are those of the authors and do not necessarily reflect the views of us or any of our officers or employees. We will not be responsible or liable for any material, information or data supplied by anyone and accessible from the Sites.
8. You agree to comply at all times with any instructions for use of the Sites which we make from time to time.
9. You shall fully and promptly indemnify us against all damages, proceedings, claims, demands, liabilities, losses, charges, costs and expenses which we may suffer or incur as a result (direct or indirect) of any breach by you of any obligation on you under these Site Terms.
Availability of the Sites, Security and Accuracy
10. Whilst we endeavour to make the Sites available 24 hours a day, we will not be liable if for any reason the Sites are unavailable at any time or for any period. We make no warranty that your access to the Sites will be uninterrupted, timely or error-free. Due to the nature of the Internet, this cannot be guaranteed. In addition, we may occasionally need to carry out repairs, maintenance or introduce new facilities and functions.
11. Access to the Sites may be suspended or withdrawn to or from you personally or all users temporarily or permanently at any time and without notice. We may also impose restrictions on the length and manner of usage of any part of the Sites for any reason. If we impose restrictions on you personally, you must not attempt to use the Sites under any other name or user.
12. We do not warrant that the Sites will be compatible with all hardware and software which you may use. We shall not be liable for damage to, or viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of the Sites or your obtaining any material from, or as a result of using, the Sites. We shall also not be liable for the actions of third parties.
13. We may change or update the Sites and anything described in it without notice to you.
14. Whilst we endeavour to ensure that information and materials on the Sites are correct, no warranty or representation, express or implied, is given that they are complete, accurate, up-to-date, fit for a particular purpose and, to the extent permitted by law, we do not accept any liability for any errors or omissions. This shall not affect any obligation which we may have under any contract that we may have with you to provide you with services, including any obligation that we may have under that contract to provide you with accurate information and advice, and which we may do through a secure part of the Sites available to people who use the appropriate password.
15. Aside from any information provided just to clients accessing a part of the Sites through a password, the material contained on the Sites is provided for information purposes only and it shall not give rise to any commitment or obligation by us. Any information on the Sites shall not constitute any part of an offer or contract.
16. The information on the Sites are usually for general guidance only. Nothing on the Sites shall constitute advice specific to your circumstances, except to the extent that it is on a secure part of the Sites available only to you. If you would like specific advice for your circumstances, please contact us.
17. We accept liability for death or personal injury caused by our negligence, or for our fraudulent misrepresentation or for any liability that we cannot exclude or limit at law.
18. To the extent possible by law and subject to paragraph 17 above, in all cases other than in respect of services that we provide for a specific client (which shall be governed by its own contractual terms and terms of engagement), to the extent permitted by law:
a. our maximum liability (whether in contract, tort, negligence, misrepresentation, restitution or under any legal head of liability) in relation to your use or inability in use or delay in use of the Sites or any material in it or accessible from it or from any action or decision taken as a result of using the Sites or any such material shall be £100; and
b. we shall not have any liability (whether in contract, tort, negligence, misrepresentation, restitution or under any legal head of liability) in relation to your use or inability to use or delay in use of the Sites or any material in it or accessible from it or from any action or decision taken as a result of using the Sites or any such material for any: (a) indirect or consequential losses, damages, costs or expenses; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of use of money; (e) loss of anticipated savings; (f) loss of revenue; (g) loss of goodwill; (h) loss of reputation; (i) loss of business; (j) loss of operation time; (k) loss of opportunity; or (l) loss of, damage to or corruption of, data; whether or not such losses were reasonably foreseeable or we had been advised of the possibility of you incurring such losses. For the avoidance of doubt, (b) to (l) apply whether such losses are direct, indirect, consequential or otherwise.
19. The Wunderman Thompson Commerce names and logos, and all other names, logos, design marks and slogans appearing on the Sites are the registered trademarks or service marks of Wunderman Thompson Commerce, WPP plc or our licensors and may not be reproduced under any circumstances without express permission in writing from Wunderman Thompson Commerce or the respective licensor.
Use of Passwords
20. You may need to use a password for your access to, or enabling you to access, restricted areas of the Sites, in which case this section of the Site Terms applies to you.
21. You must at all times keep your password strictly confidential and secure.
22. You must not choose a password which can be readily guessed.
23. You must not disclose or allow others to have access to your password without our prior permission, unless you are the authorised user or the authorised employee acting on behalf of the authorised user.
24. If you think you may have lost or allowed a third party to see or use your password, you must inform us immediately.
25. You shall be responsible for all use of the Sites made under your password.
26. We may require that your password is changed from time to time.
Third Party Websites
27. We have no control over and accept no responsibility for the content of any site to which a link from the Sites exists (unless we are the provider of those linked sites). Such linked sites are provided “as is” for your convenience only with no warranty, express or implied, for the information provided within them. We do not provide any endorsement or recommendation of any third party site to which the Sites provides a link.
28. You must not without our permission frame any of the Sites onto your own or another person’s website.
29. We hereby grant to you a revocable, non-exclusive, royalty-free right to provide a link from your website to the home page of the Sites, provided that you do so in a fair and legal way without damaging our reputation or taking advantage of it. In particular:
a. you shall not make any warranties or representations about us, our services or our policies except with our prior express authorisation;
b. you shall not say anything that is false, misleading, derogatory or offensive about us or our services or policies; and
c. you shall not suggest expressly or impliedly that we have endorsed your site or are associated with it where this is not the case.
30. Unless otherwise stated, the copyright, database rights and any other rights in all information, data, text, drawings, artwork, pictures, photographs, images, graphics and materials (together “Materials“) on any Sites, and the design, layout, look and appearance of the Sites are owned by us or licensed to us by our suppliers. You are permitted to use and download such Materials or extracts from the Sites to a local hard disk and print copies, subject to all of the following:
a. Your use of the Sites and any Materials on the Sites is for your internal, personal, private use only.
b. Except to the extent provided by law, you must not use, copy, reproduce, republish, post, broadcast or transmit any part of the Sites or such Materials for any other purpose without our express prior written consent. This includes (but without limitation) not reproducing or storing any part of the Sites or such Materials in any other web site or in any public or private electronic retrieval system or service.
c. Our copyright notice (eg. © 2019 Wunderman Thompson Commerce) or, where indicated, the notice of our licensors must appear in all electronic or hard copies of any such Materials or extracts from the Sites.
d. When you lawfully or with our consent copy, reproduce, republish, post, broadcast, transmit, print or quote from any of the Sites or such Materials, you must do so fairly and give due accreditation to us, our suppliers and the Sites. You shall also do so in accordance with any restrictions which we stipulate on the Sites.
e. Except as we expressly permit, you must not in any way modify any Materials on the Sites.
f. Any rights not expressly granted in these terms or otherwise by us are reserved.
g. We reserve the right to terminate the licence granted under this clause at any time and all use shall of the Materials shall be discontinued immediately.
32. "Forum" means a discussion group, chat area, bulletin board, news group, letter to Wunderman Thompson Commerce, its webmaster or employees, or e-mail function offered as part of the Sites. You agree not to upload, email, post, publish or otherwise transmit through a Forum any content that: (a) is false or misleading; (b) is defamatory; (c) is harassing or invades another’s privacy, or promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene; (e) infringes another’s rights, including but not limited to intellectual property rights; (f) constitutes unsolicited bulk e-mail, "junk mail," "spam" or chain letters; or (g) violates any applicable laws or regulations.
Forums shall be used in a non-commercial manner only. You shall not distribute or otherwise publish any content containing a solicitation of funds, promotion, advertising, solicitation for goods or services, or other commercial matter. You agree not to solicit other users of the Sites to use or join or become members of any commercial online or offline service or other organisation. Except where expressly authorised by Wunderman Thompson Commerce, you agree not to collect or store personal data about other users. By uploading, emailing, posting, publishing or otherwise transmitting content to any Forum or submitting any content to Wunderman Thompson Commerce, you automatically grant (or warrant that the owner of such rights has expressly granted) Wunderman Thompson Commerce a perpetual, royalty-free, irrevocable, nonexclusive right and licence to use, reproduce, modify, adapt, publish, transmit and distribute such content on in any form, medium, or technology now known or later developed. In addition, you warrant that all moral rights in the content have been waived.
33. If any of these terms should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction which that term is illegal, invalid or unenforceable, it shall be severed and deleted and the remaining Site Terms shall survive, remain in full force and effect and continue to be binding and enforceable.
English law and jurisdiction
34. These Site Terms and your use of the Sites (and all non-contractual relationships arising out of or connected to it or them) shall be governed by and construed in accordance with English law. You submit to the exclusive jurisdiction of the English courts to settle any dispute which may arise under these Site Terms