STANDARD TERMS RELATING TO wIDEA
Please read these terms carefully
before accessing wIDEA services. We recommend that you print them
for future reference.
1.1 These terms apply between IDEAglobal
Limited ("wIDEA") and the User defined below. wIDEA and
the User are together called "the Parties" in these Terms.
1.2 These Terms apply to the delivery
of Services (defined below) to the exclusion of all other terms,
except those expressly agreed additionally in writing by the Parties.
By completing and submitting the Subscription Form through any medium
or by using the Services, a user of the Services will be deemed
to have accepted these Terms in full and (without limitation) will
be subject to all applicable charges for the use of the Services.
1.3 These terms do not apply in a
jurisdiction to the extent not permitted by the laws of that jurisdiction.
"Competitor" means any person,
company or business entity engaging at any time in the creation
or reselling or broadcasting, in any medium, of any financial analysis
"User" means the person
named in the Subscription Form as the person who will be using the
"Free Trial" means a free
trial of Services, on such terms as wIDEA may specify at any time;
"wIDEA Site" or "the
Site" means the Internet-based website www.wIDEA.com or any
future designation or version of it, or any such other site as may
from time to time carry the Services, and including all digital
files or software and all related manuals and documentation in whatever
medium, in connection therewith.
"Licence" means the licence
granted to the User by wIDEA, in these Terms.
"Subscription Form" or "Registration
Form" (collectively hereafter "Subscription Form")
means that which the User completes and submits either in electronic
form or by mail, fax or telephone to wIDEA. Any subscription so
requested shall be authorised only once wIDEA has received and internally
accepted the Subscription Form and notified the User accordingly.
"Service" or "Services"
means the services provided by wIDEA to the User pursuant to the
"Subscription" means the
subscription by the User for Services. A request for a Subscription
is defined as the User selecting and clicking electronically upon
a particular option within the Site when presented with a choice,
or alternatively by submitting a Subscription Form in electronic
or written form to wIDEA.
"Subscription Fee" means
any subscription fee due as a result of a Subscription.
"Terms" means these terms,
as amended from time to time.
A User is deemed "Authorised"
in respect of a Service when he has requested a Subscription by
completing and submitting to IDEA in electronic or written form
a Subscription Form completed to WIDEA's satisfaction.
The masculine gender shall include
all genders and the singular includes the plural (and vice versa)
where the context requires.
3 SUPPLY OF SERVICES
3.1 wIDEA reserves the right to decline
to supply any Service. A contract for the supply of any Service
is made only when the User is Authorised by wIDEA. wIDEA reserves
the right to determine in its sole discretion the medium of delivery
of the Services, as well as the right to change the medium of delivery.
The User shall immediately take any action reasonably required by
wIDEA to facilitate and implement any such variation.
3.2 wIDEA grants the User a non-exclusive
and non-transferable licence to access and use the Services in accordance
with these Terms and in no other way. The User will not:
3.1.1 sell, resell, relay, distribute,
redistribute, copy, publish or otherwise deal with or present or
disclose to third parties any part of the Services, whether in the
form received or in any other form and not transfer any part of
the Services to an information distribution network or publication
system whether external or internal;
3.1.2 permit the Services or the Content
to be accessed or used by any person other than the User;
3.1.3 make copies of the Services
or the Content except by temporarily displaying them on a handheld
or wireless display or screen or as otherwise permitted by wIDEA.com;
3.1.4 use, copy or transfer the Services
or the Content except as permitted by these Terms;
3.1.5 allow any access to or use of
the Services or the Content by any Competitor;
3.1.6 gain, cause or permit any unauthorised
access to or use of the Services;
3.1.7 use the Services for any illegal
3.1.8 alter, tamper or interfere in
any way with any aspect of the Services or the Content, including
their content, appearance and format; or
3.1.9 permit others to do any of the
3.2 The User shall:
3.2.1 not disclose his I/D password
to any person;
3.2.2 comply with any obligations and
abide by any policies imposed by wIDEA.com via the wIDEA.com Site
or otherwise, and provide full and accurate information to wIDEA.com
when so required.
3.3 Access to and use of the Services
may not be permitted in certain territories. The User is responsible
for ensuring that access to and use of the Services is lawful in
the place in which access or use takes place and for complying with
all laws and regulations applicable to the Services laid down by
any government or other authority.
3.4 The User agrees and acknowledges
that, in providing the Services (and the information contained in
them), wIDEA.com is not inviting the User or any other person to
enter into (or offering to enter into) any agreement or arrangement
relating to any security or other financial instrument or the exercise
of any rights conferred by any security or other financial instrument.
3.5 The User agrees and acknowledges
that by completing and submitting the Subscription Form to wIDEA.com,
whether electronically or by mail, fax or telephone, the User shall
be deemed to have accepted in full the Terms in respect of the Services
and shall be bound by them.
3.6 The headline window that is located
on the Site does not form part of the wIDEA.com Services and is
supplied to users of the Site on a Free Trial basis only. Accordingly,
the headline window shall not be included in any Subscription or
as part of any Service and wIDEA.com shall be under no obligation
to make this window available to the User of the wIDEA.com Site.
The headline window may be varied in any way, replaced or discontinued
by wIDEA.com at any time in its sole discretion.
4 PERIOD OF SUBSCRIPTION
4.1 Unless otherwise agreed, the period
of each Subscription will begin on the date on which wIDEA.com authorises
the User to receive a Service for which the Subscription has been
requested, and will continue for one month or one year, depending
on the subscription selected ("the Initial Period"). Thereafter,
unless the terms of the Subscription specifically provide otherwise:
(a) the monthly Subscription shall renew automatically for further
periods of one month unless or until the User gives to wIDEA.com
written or electronic notice of termination at least seven days
before the last day of the Initial Period or of any subsequent period,
termination taking effect only at the end of the relevant period;
(b) the yearly subscription shall renew automatically for additional
periods of one year unless or until the User gives to wIDEA.com
written or electronic notice of termination at least ninety days
before the last day of the Initial Period or of any subsequent period,
termination taking effect only at the end of the relevant period.
4.2 Subscriptions are also subject
to termination as stated elsewhere in these Terms.
5 PAYMENT & SUBSCRIPTION RATES
5.1 Unless otherwise agreed, the Subscription
Fees (if any) for Services shall be as shown on the Subscription
Form at the time the Subscription Fees are due. wIDEA.com reserves
the right to differentiate its Subscription Fees to distinguish
between new and existing users of the Services, and between individual
and corporate users, and any determination by wIDEA.com in either
respect shall be final and binding.
5.2 Subscription Fees and any other
sums due to wIDEA.com are usually payable via an automatic debit
to the User's credit card account pursuant to the information provided
in the Subscription Form.. Payment shall generally be due within
15 days of invoice date. Invoicing and collection of Subscription
Fees may be undertaken by a third party appointed by wIDEA.com
5.3 All sums due to wIDEA.com are exclusive
of Value Added Tax, and any other relevant use or sales taxes, duties,
or levies imposed by any authority or government agency from time
to time and shall be paid by the User. If a User is required by
any tax authority to account for withholding tax (or similar duties
or taxes) in respect of any Subscription Fees due to wIDEA.com,
the amount of the Subscription Fees shall be grossed up so that
wIDEA.com actually receives the amount which would have been payable
had such withholding tax not been so accounted for.
5.4 wIDEA.com reserves the right at
any time and without notice to alter the Subscription Fees for any
of the Services within its sole discretion. Any Subscription Fees
so altered shall become effective when they appear on the wIDEA.com
Site or in a Subscription Fee invoice.
5.5 Unless otherwise stated in these
Terms, no refund of any Subscription Fees paid will be made to the
User in any circumstances.
6 AVAILABILITY OF SERVICES
6.1 wIDEA.com will use reasonable endeavours
to make the Services available at all times whilst Subscriptions
6.2 wIDEA.com reserves the right to
offer Free Trials of its services at anytime, with full and complete
discretion as to the length of time and Services offered.
6.3 wIDEA.com reserves the right at
its sole discretion at any time and without notice to replace, vary
or modify in any manner the contents, functionalities or manner
of presentation of any Service or sources used in their compilation
or the wIDEA.com Site or to discontinue any of the Services.
6.4 Any User who subscribes during
the Licence, or who has subscribed within the last 12 months, to
any service provided by IDEAglobal.com Limited or any of its associated
companies other than the Services, shall be permitted to swap or
transfer to the Service only with the written authorisation and
consent of wIDEA.com's Business Management Unit in Singapore.
7 THE USER
7.1 The User warrants that he has
the expert skill and judgement necessary to use and interpret the
7.2 The User confirms and acknowledges
that wIDEA.com shall be entitled to contact, whether by email or
in any other form, any persons named as contacts in the Registration
Form by the User.
The User will be solely responsible
for all internal and external security relating to access to the
wIDEA.com Site or use or receipt of the Services, including the
installation of such firewalls as it considers necessary. wIDEA.com
will take no responsibility whatever for breaches of security caused
by any person, whether through any connection to the wIDEA.com Site,
to a third party or otherwise.
The User agrees to keep confidential
and not disclose to any person any information supplied by wIDEA.com
(whether oral or written), including confidential information relating
to the wIDEA.com Site or the Services. This provision shall not
apply to information that (i) is or comes into the public domain
other than through the fault of the User, (ii) the User can show
was lawfully in his possession before disclosure, (iii) the User
can show becomes known to the User after disclosure from a third
party without an obligation of confidentiality. This provision shall
survive termination of the Licence.
10 OTHER SERVICES FROM IDEAGLOBAL.
Nothing in these Terms shall affect other contracts with any person
for other services provided by IDEAglobal.com Limited or any of
its associated companies. Sums payable under these Terms are in
addition to other sums already paid or payable by the User for any
11 INTELLECTUAL PROPERTY RIGHTS
11.1 All present and future rights
in and to trade secrets, patents, copyright, trade marks, service
marks, know-how and other proprietary rights of any type under the
laws of any governmental authority, domestic or foreign, including
rights in and to all applications and registrations relating to
the Services and the Site ("the Intellectual Property Rights")
including but not limited to all text, content, photographs, video,
audio and graphics remain the exclusive property of wIDEA.com or
its suppliers. All individual articles, columns and other elements
making up the Services are works protected by copyright, while the
Services are also protected as a collective work or compilation.
Except as specifically permitted by the Terms, the User may not
copy or use the Content or the Services or any portion, variations
or derivatives of them, for any purpose, without wIDEA.com's prior
11.2 The User acknowledges that the
permission to use those copyright works is limited to the rights
expressly conferred by these Terms and the Subscription Form. Accordingly
the User shall obtain no copyright or other rights in the Services
or Site, and agrees to abide by all applicable copyright and other
laws, as well as any additional copyright
11.3 The User agrees to notify wIDEA.com
in writing promptly upon becoming aware of any unauthorised access
or use of the Services by any party or of any claim that the Services
infringe any copyright, trade mark or other contractual, statutory
or common law rights.
12 LIABILITY AND INDEMNITY
12.1 The Services are provided "as
is" and "as available" on these Terms, without any
express or implied warranties, particularly as to the merchantability
or fitness for a particular purpose of the services. The services
are accessed through the Site by the User entirely at his own risk
and wIDEA.com accepts no liability of any nature.
12.2 wIDEA.com accepts no liability
or responsibility for the content of any third party services or
data suppliers, or for any third party software.
12.3 wIDEA.com does not undertake,
warrant or represent that:
12.3.1 access to, possession of or
use of the services is lawful in any particular territory or that
the licensee or end user is entitled to access, possess or use any
such information, or
12.3.2 the services are of any particular
quality or of a quality adequate to the licensee or end user or
suitable for any particular purpose (implied or express), or
12.3.3 it is under any obligation to
provide any assistance or customer support to the user for use of
the Services or any wIDEA.com website, including the Site.
12.4 wIDEA.com and all identified third
party data suppliers ("data suppliers") obtain information
for their analysis and forecasts from sources that they consider
reliable, but neither wIDEA.com nor any data suppliers guarantee
the sequence, accuracy, timeliness or completeness of their analyses
and forecasts, or any information contained in them, or their suitability
for the particular purpose intended by the User.
12.5 The use and interpretation of
the information, analyses and forecasts contained in the Services
require financial skill and judgment. The User warrants that he
has such skill and judgment and shall be solely responsible for
any opinions, recommendations, forecasts or other comments made
or actions taken by him based on the information, analyses and forecasts.
12.6 Although wIDEA.com uses reasonable
efforts to maintain the Site and Services, wIDEA.com will not be
liable to the User (and nor will any refund of Subscriptions be
due) for any inaccuracies, errors or omissions in the Services or
for any delay or error in delivery or non-delivery of the Services
or for loss or damage arising out of any interruption or faults
beyond wIDEA.com's control in the supply or transmission of the
Services, including in particular non-receipt of the Services because
of failure on the part of any third party to deliver any part of
the Services or failure of equipment used by the User to receive
12.7 All conditions warranties and
representations expressed or implied by statute common law or otherwise
in relation to any aspect or part of the Services are excluded.
In no event shall wIDEA.com or any data supplier be liable for any
loss or damage (whether direct, indirect, consequential (including
without limitation loss of profit, revenue, business or other economic
loss), foreseen or unforeseen, incidental, special or punitive,
and regardless whether wIDEA.com has been specifically advised of
the possibility of such loss or damage) arising out of any use of
or inability to use the Service or any part of it. If any exclusion
or disclaimer or other provision is invalid, the liability of wIDEA.com
and any data supplier to the User in each year of a Subscription
in respect of any claim arising out of or pertaining to the services
or any matter relating to them whether or not under the licence
or these terms shall be limited to the subscription paid to wIDEA.com
by the licensee or end user for that service in respect of such
year (and shall be nil if no Subscription is paid). No claim, regardless
of form, arising out of or pertaining to the Services or any matter
relating to them may be brought by the User unless he provides to
wIDEA.com written notice of the claim within three months of the
date on which the cause of action arose.
13.1 wIDEA,com will have the right
at any time in its sole discretion to terminate the Licence and
all Subscriptions with immediate effect on giving written notice
to the User if:
13.1.1 the User goes into liquidation
(other than a solvent voluntary liquidation for the purposes of
an amalgamation or reconstruction) or is declared bankrupt;
13.1.2 the User is unable to pay his
debts as they fall due;
13.1.3 the User has a receiver, administrative
receiver, liquidator or administrator appointed or convenes a meeting
or suffers a petition to be presented with a view to any such eventuality;
13.1.4 the User enters into or proposes
to enter into any voluntary arrangement with his creditors or a
class of them;
13.1.5 the User is the subject of
an equivalent event in any jurisdiction;
13.1.6 the User is or becomes a Competitor
or if the User allows access to or use of the Services or the Content
to any Competitor; or
13.1.7 the User breaches any of these
13.2 In addition to other rights in
law, wIDEA.com reserves the right at any time and without notice
or compensation to withdraw the User's I/D Password, or to
discontinue the User's access to or
receipt of all or any of the Services, or both, if: 13.2.1 the User
has given any untrue or inaccurate information upon which wIDEA.com
relied in agreeing to supply a Service or if there is any subsequent
change in the status of the User;
13.2.2 wIDEA.com is unable for any
reason to obtain payment of any Subscription Fees when due; or
13.2.3 wIDEA.com terminates the User's
right to use the Service or to receive any service through the Site.
13.3 wIDEA.com shall have the right
to terminate any Subscription immediately and without notice for
any reason in addition to those specified above, in which case wIDEA.com
will reimburse any part of the current Subscription Fee that relates
to the period after termination, calculated on a daily basis.
13.4 Upon the termination of the Licence,
regardless of the reason for or manner of termination, the User
13.4.1 cease using the Services forthwith:
use after termination shall be unlawful;
13.4.2 delete and/or at wIDEA.com's
option deliver up all copies and transcriptions of the Services
in its possession, without keeping copies, and certify to wIDEA.com
in writing that this has been done, and, without prejudice to the
termination of the Licence, the User shall continue to pay sums
equivalent to Subscriptions until the certification has been delivered
13.4.3 permit wIDEA.com and its representatives
to enter into any premises of the User for the purpose of deleting
or removing all copies or transcriptions of the Services (for which
purpose the User will identify to wIDEA.com all hardware which have
or had access to the Services), or verifying that the User has complied
with the provisions of this clause, or both; and/or
13.4.4 pay to wIDEA.com all sums due
up to the date of termination and any sums due under Clause 13.4.2.
13.5 Termination of a Subscription shall not affect any obligations
by either party to the other that are outstanding as at the effective
date of termination nor any of the provisions of these Terms or
the Registration Form which are expressed to survive termination.
14.1 The User shall indemnify and hold
wIDEA.com, its subsidiaries, related and associated companies harmless
from any suits, claims or demands by any person, arising directly
or indirectly out of:
14.1.1 access to or downloading, use,
reproduction, receipt or distribution of the Services by the User
or any third party;
14.1.2 use by any third party of the
14.1.3 any claim that any use of the
Services infringes any Intellectual Property Right of any third
party, is libellous or defamatory, or otherwise results in injury
or damage to any third party;
14.1.4 any deletions, additions, insertions
or alterations to, or any unauthorized use of, the Service by the
User or any third party;
14.1.5 any misrepresentation or breach
of representation or warranty by the User or breach of any covenant
or agreement to be performed under these Terms.
14.2 The User will indemnify and hold
wIDEA.com, its subsidiaries, related and associated companies harmless
from all suits, claims, demands, causes of action, losses, damages,
costs, expenses, or liabilities of any nature (including attorney's
fees) incurred by any of them arising out of any breach of the Licence
or of any of these Terms.
15 PASSWORD DISCLOSURE
15.1 In completing the registration
process, the User may be given the opportunity to select a subscriber
identification ID and a password. The User will:
15.1.1 provide wIDEA.com with accurate
and updated registration information;
15.1.2 not select a subscriber ID
already used by another person or in which another person has rights
without that person's authorisation, or use a subscriber ID or password
that wIDEA.com, in its sole discretion, deems offensive or inappropriate.
15.2 If, at any time, the User loses
or forgets his password or discovers or suspects that his password
has been disclosed or is otherwise known to any other person, the
User shall immediately notify wIDEA.com using the contact details
on the Site (or at any such address as wIDEA may notify to the User)
and shall confirm the notice in writing to wIDEA.com within seventy-two
hours. wIDEA.com will assign a new password within a reasonable
period of time. Reissue and reactivation of passwords may be subject
to wIDEA.com's standard charges. The User shall continue to be liable
for: 15.2.1 current Subscriptions, even though the User is unable
to use the Services because his password is lost or forgotten; or
15.2.2 new Subscriptions to Services
taken out as a result of the User's password being disclosed or
otherwise known to any other person, whether or not the fault of
15.3 If the User discloses (whether
knowingly or not) a password to another person who uses that password
to access a Service which the User is already authorised to receive,
wIDEA.com shall be entitled to charge to the User a Subscription
Fee for the Service in respect of that other person.
16 MONITORING AND PRIVACY
16.1 wIDEA.com collects personal information
in order to provide users of the Service with the customised services
and content for which they subscribe, and advertisements for associated
services provided by wIDEA.com and its associated companies. wIDEA.com
may also ask users for personal information at other times, for
example when they enter a sweepstake, contest, or other promotion.
Instances where wIDEA.com does disclose personal information will
be clearly posted and subject to confidentiality agreements with
the third parties in question. wIDEA.com may share the data collected
with sponsors or other third parties. The User may however instruct
wIDEA.com at any time not to share his personal information with
third parties, by contacting wIDEA at www.widea.com.
16.2 wIDEA.com may in any event disclose
aggregated user statistics (which will not include any information
that identifies the User) to prospective partners, advertisers,
or other third parties.
16.3 wIDEA.com will also use the User's
personal information for the purposes of providing the User with
any services to which he subscribes, and any service-related activities
such as collecting subscription fees from him for those services,
and notifying him or contacting him regarding any problem with,
or the expiration of, any such services. In this regard, it may
be necessary for wIDEA.com to disclose the User's personal information
to one or more agents and contractors of wIDEA.com and their subcontractors,
but such agents, contractors, and subcontractors will be required
to agree to use the information obtained from wIDEA.com only for
16.4 It may also be necessary for
wIDEA.com to transfer this personal information to other countries,
nations, states, or territories for the purpose of or in the course
of providing the Services. The User confirms that he consents, in
accordance with applicable data protection law or legislation in
any relevant country, nation, state or territory, to the collection,
processing and use of this personal information by wIDEA.com, its
affiliated companies and our authorised agents, contractors and
16.5 Subject as provided in this Clause,
the User acknowledges and agrees that wIDEA.com has the right to
monitor, store on computer, process and use in any way all information
provided during registration and any and all information transmitted
or received through the Site. wIDEA.com may in its sole discretion
and without further notice review, censor or prohibit the transmission
or receipt of information which wIDEA.com deems inappropriate or
that violates any law or any term or condition of these Terms or
the Registration Form.
16.6 Subject as provided in this Clause,
the User specifically acknowledge that wIDEA.com has the right to
monitor, store, process and use in any way all information relating
to the User's usage of the Service and all information relating
to billing of Subscription Fees for the Service for the duration
of the Licence.
17 THIRD PARTY SOFTWARE AND WEBSITES
17.1 Links provided as part of the
Service to any third party website outside the control of wIDEA.com
are accessed at the User's own risk and wIDEA.com makes no representations
and bears no liability or responsibility for use of these websites
or their contents.
17.2 Ownership of any third party trade
marks or logos used in the Services in relation to third party software
or third party websites shall remain vested in the third party and
subject to licence agreements, and does not imply endorsement by
the third party of the Services or by wIDEA.com of the third party.
18.1 Upon completion and submission
of the Registration Form or Subscription Form, these Standard Terms
become immediately effective and binding on the User.
18.2 If any part of these Terms is
held by a court of competent jurisdiction to be unenforceable, the
validity of the remainder of these Terms will not be affected.
19.1 The Licence and the I/D Password(s)
issued to the User may not be assigned or disclosed to any other
party without wIDEA.com's prior written consent.
19.2 wIDEA.com shall be entitled to
assign any Subscription to any associated company and upon being
notified of such an assignment the User agrees to treat the Subscription
with effect from the date of assignment as being entered into for
all purposes between the User and the associated company.
20 FORCE MAJEURE
wIDEA.com shall not be liable for
failure to perform or delay in performing any obligation if such
failure or delay is caused by circumstances beyond its reasonable
control, including but not limited to any strikes, acts of God,
war, riot, civil commotion, compliance with any law or government
order, rule, regulation or directions that come into force after
the date of the Licence.
No failure to exercise or delay in
exercising any right by wIDEA.com shall operate as a waiver of the
right and no exercise of any right shall preclude a further exercise
of such right.
22 LEGAL FEES
Without prejudice to any other relief
or rights to which it is entitled, wIDEA.com may claim from the
User all sums incurred, including those incurred as a result of
appointing lawyers, in enforcing any provisions of these Terms,
including the non-payment of Subscription Fees.
The User hereby agrees to be bound
by such amendments as wIDEA.com in its sole discretion may make
to these Terms from time to time. In such an event, wIDEA.com shall
use reasonable endeavours to notify the User of the amendments.
Notice of these amendments made available by posting on the IDEAfax
Site or by email shall (without prejudice to other methods of notification)
be deemed duly given with immediate effect.
Notices will be deemed to be duly
given if delivered personally or sent by first class airmail post
or sent by fax, except that notices of cancellation of Subscriptions
by the User shall be in hard copy and shall be sent by any of such
means except email. Notices sent by email by wIDEA.com shall be
deemed duly given. Notices shall be deemed to have been duly given
at the time of delivery in the case of notices delivered personally,
within 5 days of posting in the cases of notices sent by first class
air mail and at the time of sending in the case of emails and faxes.
Notices sent by email shall not be deemed delivered unless the sender
can demonstrate that the email has been delivered by an Internet
service provider. The address for delivery of notices on IDEAglobal.com
Limited is 9 Temasek Boulevard, #42-01, Suntec City Tower Two, Singapore
25 PROPER LAW AND JURISDICTION
The place where Subscriptions and
these Terms are made and come into effect is England. They shall
be governed by the laws of England and the User agrees to submit
to the non-exclusive jurisdiction of the English Courts. The language
applicable to Subscriptions, these Terms and any proceedings will