Combined Subscription Terms of Business for
Retail-Week.com and Retail Week Prospect

Thank you for choosing Ascential Information Services Limited to support you and your business.

When you buy digital subscription content and any ancillary products or services from Ascential Information Services Limited (in whatever form and however provided), your purchase will be subject to the terms and conditions below (‘Terms and Conditions’).

1. Contracting Party

a. These Terms and Conditions form a contract between the client organisation or individual identified as such in the order form for the relevant services (‘Order Form’) and Ascential Information Services Limited, company number 7880716 (England) whose registered office is at c/o Ascential Group Limited, The Prow, 1 Wilder Walk, London W1B 5AP (‘Ascential’).

b. These Terms and Conditions govern:

i. Ascential’s provision of digital subscription content via the agreed channels;

ii. your use of Ascential’s online services; and

iii. your procurement and Ascential’s provision of any bespoke services,

in each case as specified on the relevant Order Form.

c. Ascential may provide news email services or other prompts to new content. Your use of the content received through the email news service will also be subject to these Terms and Conditions.

2. Contract Formation

a. If you are buying online, your credit or debit card will be debited when you click Submit Order. Although you will see an online confirmation page and receive an email acknowledging that your order has been received and is being processed, the contract between you and Ascential is not formed at this point. A legally binding contract is formed on the date Ascential first notifies you via email or post that it has accepted and will fulfil your order (‘Order Confirmation’). Ascential will not be responsible if you do not receive such Order Confirmation because you have supplied us with an incorrect email or postal address.

b. In respect of digital subscription content, these Terms and Conditions should be read and will apply in conjunction with the terms and conditions applicable to your use of the website via which the digital subscription content is accessed. To the extent that there is any conflict between these Terms and Conditions and the terms and conditions of use of the relevant website, these Terms and Conditions will prevail.

3. Multi-User Subscriptions

a.  Where you are an individual agreeing to these Terms and Conditions on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation. Any person who accesses the subscription services by virtue of being designated an authorised user on behalf of that organisation also agrees to be bound by these Terms and Conditions.

b.  If you are agreeing to these Terms and Conditions on behalf of an institution, your authorised users are strictly limited to employees and contractors of that institution, faculty and staff.

c.  When you order a multi-user subscription, you must provide a contact name, business name, telephone number and email address for each user for digital subscriptions and postal addresses for print subscriptions.

d.  During your subscription term you may add new users to your multi-user subscription for an additional fee by telephoning Ascential’s Corporate Customer Services Team on +44 (0)20 3873 2847. New users will have access to our content for the remainder of your subscription term.

e. You will notify Ascential forthwith in the event of any changes to the details of your authorised users. In the event that, during your subscription term, a user leaves your organisation or for any other reason is no longer authorised to use Ascential’s services under your multi-user subscription, you must notify Ascential in writing forthwith. In that situation, you are entitled to nominate another authorised user to replace the user who has been removed from your subscription.

4. Multi-User Subscriptions: Marketing

a.  Ascential includes all multi-user organisational customers in its customer success programme. You acknowledge and accept that Ascential has the right to use your company name as part of its ongoing marketing and public relations efforts. Any such use of your company name will not be disparaging or otherwise adverse to your business.

5. Multi-User Subscriptions: User Details

a.  In respect of digital subscription content, you will ensure that your authorised users keep secure their usernames and passwords used to access Ascential’s digital subscription content. You will immediately notify Ascential of any unauthorised access to such content of which you become aware or have reasonable grounds to suspect (via the form at https://live.ascential.com/security). Ascential reserves the right to suspend access to digital subscription content by you or any of your authorised users if it suspects that any access details have been shared with a third party, pending Ascential’s investigation.

b.  You will indemnify and hold harmless Ascential and its employees, agents, officers, directors and other representatives from and against all costs, losses, liabilities and expenses (including legal fees) which Ascential may suffer or incur arising out of or in connection with your or any of your authorised users breach of these Terms and Conditions.

c.  Ascential will use any personal information provided by you in relation to your authorised users in accordance with Ascential’s Privacy and Cookies Policy.

6. Individual User Subscriptions

a.  When you order an individual subscription, you must provide your name, email address, telephone number and postal address, together with credit or debit card details and authorisation to deduct payment.

7. Individual User Subscriptions: User Details

a.  In respect of digital subscription content, you will keep secure your username and password used to access Ascential’s digital subscription content. You will immediately notify Ascential of any unauthorised access to such content of which you become aware or have reasonable grounds to suspect. Ascential reserves the right to suspend your access to digital subscription content if it suspects that your access details have been shared with any third party, pending Ascential’s investigation.

b.  Ascential will use any personal information provided by you in accordance with Ascential’s Privacy and Cookies Policy.

8. Electronic Signature on Ascential Contracts

a.  Ascential uses an electronic signature solution to effect the execution of certain customer contracts. The solution, provided by Adobe EchoSign, allows Ascential to collect a signature from you through your PC, tablet or iPhone device.

b.  EchoSign has more than 35,000 customers using its technology to manage, send and complete their contract process. These include organisations such as American Express, Jaguar Land Rover, Google, Time Warner and Oracle.

c.  If you have any questions about the e-signature process, please contact your account manager. There are also help guides and FAQs from Echosign below explaining how the technology works.

d.  The Adobe EchoSign e-signature method is legal and draws from the UK’s Electronic Identification and Trust Services for Electronic Transactions Regulations 2016. More information.

e.  Adobe has a FAQ document regarding this service here.

f.  You can find a short video from Adobe explaining the EchoSign process here.

9. Processing Orders and Payment

a.  Unless otherwise agreed in writing, the amount charged by Ascential in consideration of its provision of the relevant services will be Ascential’s undiscounted list price in force at the relevant time. If Ascential agrees to permit you to pay the amount due by monthly or quarterly instalments, Ascential will be entitled to apply an uplift to such list price and will notify you of the amount due on the relevant order form.

b.  Ascential normally takes payment on submission of an order. If Ascential agrees to invoice instead, you will pay within thirty (30) days of receipt (which will be deemed to be immediate if an invoice is sent electronically or two (2) business days if sent by post). If no payment is made after thirty (30) days Ascential reserves the right to suspend the subscription services until it is in receipt of cleared funds. You will remain liable for the full amount on the invoice.

c. You acknowledge that Ascential may delay granting you access to digital subscription content until it is in receipt of cleared funds.

d.  Ascential will be entitled to charge interest on any outstanding balance owed accruing on a daily basis with effect from the invoice date.

e.  Ascential reserves the right not to accept or process your order for any reason. All orders are subject to validation checks and authorisation by your payment card issuer. Where Ascential does not accept or process your order Ascential will notify you in writing and where your credit card or debit card has already been debited it will refund your payment within thirty (30) days.

f. Ascential reserves the right not to fulfil and to cancel orders:

i.  if it is unable to obtain payment authorisation from your bank or the issuer of your payment card or cheque;

ii.  in the event of obvious inaccuracies in prices;

iii.  you have not paid your invoice by the due date for payment;

iv.  if sanctions are imposed on your country of residence or the country where you access or receive Ascential’s content; or

v.  where Ascential is unable to fulfil an order due to circumstances beyond its or its subcontractors’ reasonable control.

g.  All payments by direct debit are covered by the safeguards assured in the direct debit guarantee. If there are any changes to the amount, date or frequency of your payment, Ascential will notify you at least ten (10) working days in advance of your account being debited or as otherwise agreed. If you request Ascential to collect a payment, confirmation of the amount and date will be given to you at the time of the request. In the event of an error in the payment of your direct debit by Ascential or your bank or building society, you are entitled to a full and immediate refund of any amount of overpayment from your bank or building society. If you receive a refund to which you are not entitled, you must pay it back immediately on request. You can cancel a direct debit at any time by contacting your bank or building society. Written confirmation may be required. You must also notify Ascential of your cancellation. Except as set out in these Terms and Conditions, any cancellation will be without prejudice to your obligation to pay the agreed subscription fee.

10. Contract Term

a.  All subscription contracts are for the initial minimum period specified on the Order Confirmation. The initial minimum period will be at least twelve (12) months. This includes subscriptions which begin with introductory rates.

b.  Payments by monthly or quarterly subscriptions do not infer a monthly or quarterly (as applicable) rolling subscription.

c.  Cancelling your direct debit instruction does not cancel your contract with Ascential.

d.  If Ascential believes that you have not complied with any of these Terms and Conditions, it may in its sole discretion suspend or cancel your access to the subscription services or any part thereof without notice. In this situation, Ascential will not be liable to refund you any amounts previously paid and you will remain liable for any amounts owed to Ascential pursuant to the relevant Order Form.

11. Renewal

a.  To ensure that you and your authorised users (as applicable) have uninterrupted access to Ascential’s content, your subscription contract will automatically renew for twelve (12) months on the day immediately following the end date specified on the Order Confirmation and on each subsequent anniversary of that date (each a ‘Renewal Date’), unless Ascential receives written notice of cancellation at least ninety (90) days in advance of the relevant Renewal Date. Where Ascential receives written notice of cancellation in accordance with this paragraph 11(a), your subscription contract will terminate on the last day of the current term.

b.  Subject to paragraph 11(a) above and paragraph 11(c) below, Ascential is entitled to increase your subscription fee with effect from each Renewal Date by:

i.  an amount equal to the greater of three percent (3%) or the percentage increase in the Retail Prices Index over the period of  twelve (12) months preceding the relevant Renewal Date anniversary; or

ii.  subject to paragraph 11(d) below, an alternative percentage by giving you at least one hundred and twenty (120) days’ notice in writing.

c.  Where you have benefitted from an introductory rate, your ‘Subscription Fee’ for the purposes of paragraph 11(b) above will be Ascential’s undiscounted list price in effect on the date of your Order Confirmation.

d.  If you do not agree to an increase pursuant to paragraph 11(b)(ii) above, you may terminate your subscription agreement by giving notice in writing to Ascential at least ninety (90) days prior to the relevant Renewal Date. Otherwise, your continued use of digital subscription content will constitute your acceptance of the increased subscription fee.

e.  References to the subscription fee will be deemed to refer to any increased subscription fee and ‘Retail Prices Index’ means the retail prices index (All Items) as published by the Office for National Statistics from time to time (or, failing such publication, such other index as Ascential determines to most closely resemble the Retail Prices Index).

12. Delivery of Digital and Printed Subscription Content

a.  Ascential provides access to digital subscription content through its websites using the email address(es) provided at the time of registration. Ascential will use reasonable endeavours to provide reliable access to its digital subscription content but it does not undertake or warrant that access will be uninterrupted. From time to time, Ascential may suspend all or part of the digital subscription content temporarily and without notice in the case of system failure, maintenance or repair for any reason or for any other reasonable cause.

b.  Ascential delivers printed content to the address(es) provided at the time of registration. Ascential may change the frequency of printed content or deliver content in a digital format only, on a temporary or permanent basis.

c.  If there is any change to the email or postal address(es) provided at the time of registration, it is your responsibility to advise Ascential as soon as possible after you become aware of that change, so that Ascential can update its systems accordingly.

d.  If you have purchased your subscription through a third party agency, please contact the relevant third party to update your details where necessary and instruct them to advise Ascential accordingly.

13. Subscription Offers

a.  From time to time Ascential may run subscription offers. These offers may be available to specific individuals or organisations only, in which case this will be stated on the offer. If responding to an offer, you must clearly quote the relevant offer code at the time of ordering.

b.  Ascential accepts no liability and may not accept your order if you do not quote the relevant offer code.

c.  Offers are subject to availability and orders must be placed before the offer closing date.

14. Ownership and Use of Digital Subscription Content

a.  All intellectual property and other proprietary rights in and to the digital subscription content are owned by and reserved to Ascential or its licensors or users (as applicable).

b.  Whilst Ascential endeavours to ensure that digital subscription content is normally available twenty four (24) hours a day, it will not be liable for any reason if the content is unavailable at any time or for any period. Access to digital subscription content may be suspended temporarily and without notice in the case of system failure, maintenance or repair for any reason or for any other reasonable cause.

c.  You agree that you will use digital subscription content only in accordance with the following permitted uses (except where otherwise agreed in writing with Ascential):

i.  viewing content on a computer screen or other electronic device;

ii.  sharing extracts of digital subscription content with third parties outside of your organisation provided always that such extracts are clearly sourced to Retail-Week.com or Retail Week Prospect (as appropriate). For clarity, ‘extracts’ means insubstantial amounts of the content of the Retail-Week.com or Retail Week Prospect (as appropriate) website, in accordance with fair practice and only to the extent reasonably required in the circumstances.

iii.  where (and only to the extent that) permission to download and store them is specifically granted in these Terms and Conditions or in the relevant subscription content, downloading and storing the content on the hard disk of your computer or portable media but not making any further transfer or copy of it;

iv.  making only such other use of them as may be specified in the relevant subscription content.

d.  You agree not to distribute, reproduce, modify, store, transfer or in any other way use any of the digital subscription content (including as part of any database, library, news, information, archive, website or similar service) other than as set out above.

e.  You will not do any of the following:

i.  create a database (electronic or otherwise) that includes any digital subscription content;

ii.  resell any digital subscription content in its original condition or in any digitally manipulated form; or

iii.  remove any copyright or trade mark notices from any of the digital subscription content.

f.  Ascential uses reasonable endeavours to ensure that all digital subscription content is accurate and up-to-date at the time of publication but all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. Specifically, Ascential disclaims any warranties of title, merchantability or fitness for any particular purpose.

g.  Use of the digital subscription content is at a user’s own risk.

h.  Upon any expiration or termination of the contract between you and Ascential, all rights and licences granted under these Terms and Conditions will terminate, except that you may continue to use content properly accessed by you prior to such expiration or termination provided that such use is in accordance with these Terms and Conditions.

15. Limitation of Ascential’s Liability

a.  Subject to the remainder of this paragraph 15, Ascential’s aggregate liability to you in respect of all losses, liabilities or damage suffered by you arising out of or in connection with these Terms or Conditions, howsoever arising and whether in contract, negligence or other tortious action or otherwise, will not exceed the total subscription fee paid by you in respect of the twelve (12) months preceding the date of the relevant claim.

b.  Ascential will not be liable to you for any loss of profits, loss of data, loss of revenue or loss of goodwill or for any indirect, special, economic or consequential damages, claims, losses or expenses of any kind.

c.  Ascential’s liability to you in the event of any printed magazines in your subscription being lost in transit is limited to replacement of the missing issue(s). Ascential is not liable for the non-delivery of any printed content if you have supplied an incorrect address or have failed to notify Ascential of a change of address. Ascential may dispose of incorrectly addressed print content with no obligation to refund you if such content is returned to Ascential and, despite using reasonable efforts, Ascential is unable to obtain correct address details within fourteen (14) days of receipt.

d.  Nothing in these Terms and Conditions will operate to exclude or limit Ascential’s liability for death or personal injury caused by the negligence of Ascential or its employees or subcontractors, for any fraudulent misprepresentation by any of the foregoing or for any other liability which cannot be excluded or restricted by law.

16. Your Obligations

a.  It is your sole responsibility to ensure that all use of the digital subscription content by you and your authorised users is made in accordance with these Terms and Conditions.

b.  You must ensure that your internal systems meet the technical specifications required properly to access the relevant website and to download and access the relevant digital subscription content. We will provide such technical specifications to you on request.

c.  You agree that Ascential may take such steps as it reasonably considers appropriate to remotely monitor your and your authorised users’ compliance with these Terms and Conditions and you will fully cooperate with Ascential in relation to such remote monitoring.

17. Anti-Bribery and Sanctions

a.  You warrant that you will:

i.  comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;

ii.  comply with such of Ascential’s anti-bribery and anti-corruption policies as are notified to you from time to time; and

iii.  promptly notify Ascential of any request or demand for any undue financial or other advantage of any kind received by or on behalf of you in connection with these Terms and Conditions.

b.  Ascential is part of an enlarged corporate group that pledges to trade legally and respect all laws including the Trade Sanctions imposed by EU and US Governments. Ascential operates a Group Sanctions Policy which means that it cannot accept subscriptions from individuals or organisations based or residing in, or connected with, a country or organisation that is subject to EU or US Government sanctions. Ascential reserves the right to refuse to accept an order from any such person or organisation.

c.  Notwithstanding anything else in these Terms and Conditions, breach by you of this paragraph 17 will be deemed a material breach of these Terms and Conditions.

18. How we may use your personal information

We will only use your personal information as set out in our  Privacy Policy.

19. General

a.  Ascential reserves the right to revise these Terms and Conditions at any time by posting an update on the relevant brand’s website or in the relevant printed magazine. It is your responsibility to refer to the current Terms and Conditions when accessing digital subscription content. For current subscribers, each change will be effective on the next Renewal Date, provided that the change was made at least ninety (90) days prior to that Renewal Date.

b.  These Terms and Conditions (together with any documents referred to herein or required to be entered into pursuant to these Terms and Conditions) contain the entire agreement and understanding between you and Ascential and supersede all prior agreements, understandings or arrangements (both written and oral) relating to the subject matter of these Terms and Conditions and any such document.

c.  Notices required under these Terms and Conditions will be sent by email to the relevant party’s address on the Order Form or as otherwise agreed in writing for such purpose. Notice by email is deemed effective three (3) hours from transmission. Ascential may also give notice to you via the relevant brand website and such notice is deemed effective at the time at which it appears on the relevant website.

d.  You acknowledge and agree that communication with Ascential may be electronic. Ascential may contact you by email or provide you with information by posting on the relevant brand’s website. You agree to this electronic means of communication and you acknowledge that any communications that Ascential sends to you electronically comply with any legal or contractual requirement that such communication be made in writing.

e.  You acknowledge that in contracting with Ascential you have not relied on, and will have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in these Terms and Conditions.

f.  You may not assign, sub-license, subcontract or otherwise transfer to any third party (including any company within your corporate group, if applicable) any of your rights or obligations under these Terms and Conditions. Ascential may assign, sub-license, subcontract or otherwise transfer to any third party (including any company within Ascential’s corporate group) any of its rights or obligations under these Terms and Conditions at any time and without notice.

g.  In the event that any provision of these Terms and Conditions is held to be invalid or unenforceable, the remainder of these Terms and Conditions will remain valid and enforceable.

h.  Termination or expiration of the contract between Ascential and you will not affect the continuance in force of any provision of these Terms and Conditions that is expressly or by implication intended to survive termination.

i.  Ascential will have no liability to you for any failure or delay in performing any obligation under these Terms and Conditions as a result of any event beyond its or its subcontractors’ reasonable control.

j.  The words ‘include’ and ‘including’ are illustrative and not limiting.

k.  These Terms and Conditions are governed by English law and the courts of England will have exclusive jurisdiction to settle any disputes arising out of or in connection with these Terms and Conditions.

l.  If you have any questions about your subscription you can contact Ascential to discuss on +44 (0)20 3873 2847 (multi-user subscriptions) or +44 (0)20 3873 2847 (individual subscriptions).

m. In performing its obligations under this Agreement, each party will comply with all applicable laws, statutes and regulations from time to time in force.