1.1. These terms and conditions (“Terms”) apply to the use of the data hub functionality available at http://herbukimages.co.uk/WebInterface/login.html (“Data Hub”).
1.2. In offering the Data Hub, Herb U.K. Limited, a private limited company incorporated and registered in England and Wales with company number 02478355 whose registered office is at 310 Ampress Lane, Ampress Park, Lymington, Hampshire,SO41 8JX, United Kingdom (“we”, “us”, “our”), has made available a facility which allows a viewer (“Viewer”) to access via the internet, content (“Content”) relating to our products (“Products”), which are marketed and sold by the Viewer in its capacity as a distributor or reseller of the Products.
1.3. We own or are licensed to use the intellectual property rights arising in the Content and the Viewer wishes to access the Data Hub to download and reproduce the Content in advertising and promotional material relating to the Products (“Purpose”), such advertising and promotional material to be created and published subject to our prior written approval.
1.4. In consideration for and prior to accessing the Content, Viewers must agree to these Terms in connection with their use of the Data Hub. The Viewer’s use of the Data Hub implies the Viewer’s acceptance of these Terms.
2.1. The terms and conditions of any agreement entered into by and between us and the Viewer (“Relevant Agreement”) continue to govern our commercial relationship with the Viewer. The terms and conditions of any Relevant Agreement are separate and apply in addition to these Terms.
2.2. If there is any conflict between these Terms and any Relevant Agreement, the Relevant Agreement shall prevail.
3.1. We hereby grant to the Viewer a non-transferable, non-exclusive licence to reproduce the Content in any advertising or promotional material for the Purpose, subject always to the provisions of these Terms and any Relevant Agreement.
3.2. The Viewer undertakes not to itself exercise nor grant any licence permitting any third party to exercise the rights granted to the Licensee under clause 3.1.
We may revise these Terms at any time by amending this page. The Viewer undertakes to visit and review this webpage ([http://herbukimages.co.uk/WebInterface/login.html]) from time to time to take notice of any changes we make to the Terms, and acknowledges that any such changes are valid and binding on the Viewer’s use of the Data Hub with effect from the date on which such change is made by us.
5.1. We may update and amend the Data Hub (including but not limited to any content available at the Data Hub) from time to time. Whilst we shall endeavour to keep the Content available on the Data Hub as up-to-date as possible, please note that we do not guarantee that any of the Content available on the Data Hub will be up-to-date at any given time.
5.2. We do not guarantee that the Data Hub, or any content on it (including but not limited to the Content), will be free from errors or omissions.
6.1. The Data Hub is made available to the Viewer free of charge.
6.2. The Data Hub is available to Viewer’s who have been supplied with a username and password. The Viewer undertakes to keep its username and password secret and not to share it with any other person.
6.3. We do not guarantee that the Data Hub, or any content on it, will always be available or that the Viewer’s access to the Data Hub will be uninterrupted. Access to the Data Hub is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Data Hub and/or the Viewer’s access to the Data Hub, without notice. We will not be liable to the Viewer if for any reason the Data Hub is unavailable at any time or for any period.
6.4. The Viewer is responsible for making all arrangements necessary for the Viewer to have access to the Data Hub.
6.5. We reserve the right to terminate or limit the Viewer’s ability to access the Data Hub at any time, immediately and without notice, at our total discretion.
7.1. If the Viewer is provided with a user identification code, password or any other piece of Content as part of our security procedures, the Viewer must treat such Content as strictly confidential and unique to the Viewer. The Viewer must not disclose its user name and/or password to any third party.
7.2. We have the right to disable any user identification code or password, whether chosen by the Viewer or allocated by us, at any time, if in our reasonable opinion the Viewer fails to comply with any of the provisions of these Terms.
7.3. If the Viewer knows or suspects that anyone other than the Viewer knows the Viewer’s user identification code and/or password, the Viewer must promptly notify us at firstname.lastname@example.org for Organic Colour Systems or email@example.com for Tints of Nature.
The Viewer shall keep all the Content available on the Data Hub secret and confidential and not use the Content or in any way disclose it to any other person without our prior written consent (which may be given on such terms as we consider appropriate) except for the Purpose.
9.1. The Viewer may print off one copy, and may download extracts, of any page(s) from the Data Hub for use directly in connection with the Purpose.
9.2. The Viewer must not attempt to download, scan, copy, print or otherwise capture any of the Content available on the Data Hub except where specified in clause 9.1 and/or any Relevant Agreement.
9.3. The Viewer must not deface, mark, alter, modify, vary, damage or destroy the paper or digital copies of any materials the Viewer has printed off or downloaded in any way, and the Viewer must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
9.4. When using the Data Hub, the Viewer must:
9.4.1. take all reasonable steps to ensure that none of the Content is visible, or capable of being overlooked by, other persons;
9.4.2. not leave the computer or other communication device through which the Data Hub is accessed unattended whilst connected to the Data Hub;
9.4.3. ensure that when they have finished using the Data Hub, they sign out of the Data Hub and close the internet browser they were using to access the Data Hub;
9.4.4. not attempt to disable any software associated with the Data Hub; and
9.4.5. not share their Data Room username and/or password (which will be issued to each Viewer after they have confirmed their acceptance of these Terms), with anyone else.
9.5. If the Viewer uses the Data Hub in breach of these Terms, the Viewer’s right to use the Data Hub will cease immediately.
10.1. The Viewer confirms that, at our request, it will:
10.1.1. return to us, or at our option, destroy all Content downloaded from the Data Hub and any Content derived or generated from that Content, together with any copies thereof (in all cases whether in the Viewer’s possession or in the possession of others to whom such Content is made known, in whatever form);
10.1.2. delete all Content downloaded from the Data Hub (and any Content derived or generated from that Content) from any computer, word processor or other like device in the Viewer’s possession, custody or control of others to whom such Content is made known, in whatever form; and
10.1.3. provide a certificate confirming that the provisions of clauses 10.1.1 and 10.1.2 of these Terms have been complied with.
11.1. No representation or warranty, express or implied, is made or given as to the adequacy, accuracy, reliability or completeness of the Content or as to the reasonableness of any assumptions on which any of it is based and the Viewer agrees, on their own behalf and on behalf of any person to whom they make known any part of the Content (in accordance with these Terms), that none of us or any of our directors, members, employees or advisers have any liability to the Viewer, resulting from the use of the Content and/or the Data Hub.
11.2. In making the Content available, we are under no obligation to provide any additional Content or to update or correct any inaccuracies which may become apparent in any of the Content.
12.1. Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
12.2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Data Hub and/or any Content on the Data Hub, whether express or implied.
12.3. We will not be liable to the Viewer for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the Viewer’s:
12.3.1. use of, or inability to use, the Data Hub; or
12.3.2. use of or reliance on any content displayed on our Site.
12.4. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect the Viewer’s computer equipment, computer programs, data or other proprietary material due to the Viewer’s use of the Data Hub or to the Viewer’s downloading of any Content on the Data Hub, or on any website linked to it.
All intellectual property rights (“IPRs”) in the Data Hub are either owned by or licensed to us and nothing herein shall constitute an assignment, transfer or vesting of such IPRs the Viewer. The Viewer shall not do anything that may be considered an infringement of the IPRs owned by and/or licensed to us.
14.1. The Viewer may terminate its use of the Data Hub with immediate effect at any time by giving written notice sent by email to the address specified in clause 17 below. On termination the Viewer will cease to have access to the Data Hub.
14.2. Termination of the Viewer’s access to the Data Hub will not have any effect on any Relevant Agreement, which shall remain in full force and effect unless and until the term of that agreement expires or any Relevant Agreement is terminated in accordance with the terms and conditions set out therein.
15.1. We do not guarantee that the Data Hub will be secure or free from bugs or viruses.
15.2. The Viewer must not misuse the Data Hub by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.
15.3. The Viewer must not attempt to gain unauthorised access to the Data Hub, our Site, the server on which the Data Hub is stored or any server, computer or database connected to our Site and/or the Data Hub.
16.1. These Terms and any dispute or claim arising out of or in connection with these Terms 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.
16.2. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).