Anthesis Client Network Terms & Conditions
References to "you" and "your" are to you as an individual. As you are using the ACN in the course of your business, you are also agreeing to these Terms and Conditions on behalf of that business and references to "you" and "your" also include your business.
The ACN is owned and operated by Anthesis (UK) Limited (Anthesis/us/we/our). We are registered in England and Wales under registration number 3409491, and our registered office is at The Future Centre, 9 Newtec Place, Magdalen Road, Oxford, OX4 1RE.
If you have any questions on these Terms and Conditions, please contact Ian Forrester at firstname.lastname@example.org.
1. How the ACN operates
1.1 Some materials, content, features and functionality within the ACN are provided to you free of charge for use subject to these Terms and Conditions. You may only use the ACN in the course of your normal internal business activities and not for private or personal reasons and not on behalf of any third party.
1.2 If you buy any of our paid services "Premium Services" you agree to pay us the applicable fees and taxes and you agree to comply with any additional terms which are specific to the Premium Services, in addition to these Terms and Conditions. You will be provided with details of any such additional terms prior to the supply of the Premium Services.
1.3 We seek to make the ACN as accessible as possible. If you have any difficulties using the ACN, please contact us at ACN@anthesisgroup.com.
1.5 While we try to make sure that the ACN is accurate, up-to-date and free from bugs, we cannot promise that it will be. Furthermore, we cannot promise that the ACN will be fit or suitable for any purpose. Any reliance that you may place on the information on the ACN is at your own risk.
2. We may update these Terms and Conditions from time to time for legal or regulatory reasons or to allow the proper operation of the ACN. You should periodically review them for changes, although where possible we will try to bring any changes to your attention by putting a notice on the ACN or issuing a notification through other means. If you continue to use the ACN after the date on which any changes come into effect, your use of the ACN indicates your agreement to be bound by the new Terms and Conditions.
3. Password and security
3.1 When you register to use the ACN you will be provided with an ID. Each ID is for a single user only. You are responsible for all activities that occur using your ID and for preventing unauthorised use of it. If you know or suspect that someone else knows your password you should notify us immediately by emailing Ian Forrester at email@example.com .
3.2 If you forget your password please go to the Login page and follow the instructions for the password reminder. We will be able to remind you of your password by your registered email address.
3.3 If we have reason to believe that there is likely to be a breach of security or misuse of the ACN, we may require you to change your password or we may suspend your use of the ACN in accordance with paragraph  below.
4. Confidentiality/Submitting information to the ACN
4.1 While we try to make sure that the ACN is secure, we cannot guarantee the security of any information that you supply to us and therefore we cannot guarantee that it will be kept confidential. For that reason, you should not submit to the ACN any patentable ideas or patent applications, advertising or marketing suggestions, prototypes, or any other information that you regard as confidential, commercially sensitive or valuable ("Unwanted Submissions"). While we value your feedback, you agree not to submit any Unwanted Submissions.
4.2 We may use any Unwanted Submissions as we see reasonably fit on a free-of-charge basis (bear in mind that we have no way of knowing whether such information is confidential, commercially sensitive or valuable because we do not monitor the ACN to check for these matters). Therefore, we will not be legally responsible for keeping any Unwanted Submissions confidential nor will we be legally responsible to you or anybody else for any use of such Unwanted Submissions. [3vo: this doesn’t need to be defined but it makes it easier to understand the limit of your obligations.]
4.3 You agree to keep confidential and not to use for any purpose other than as necessary to allow you to use the ACN as permitted herein, all information relating to the [installation, performance, operation, structure, methods, programming and documentation] of the ACN (including your ID as above) and any questions you submit and answers you receive from our "Ask the Expert" service, unless you have obtained our prior written approval to your proposed use or disclosure.
5. Intellectual property and licences
5.1 Our intellectual property: The content of the ACN is protected by copyright, trade marks, database rights and other intellectual property rights (the 'Intellectual Property Rights'). The Intellectual Property Rights in all materials supplied by us on the ACN are owned by Anthesis (UK) Limited (“Anthesis”) or its licensors unless otherwise specified.
5.2 Your intellectual property: Intellectual Property Rights in any materials uploaded onto the ACN by you is your or your licensor's property.
5.3 Your Materials: You are responsible for the content, backup and maintenance of any materials or information uploaded by you onto the ACN ('Your Materials').
(a) We do not vet or approve Your Materials and neither we nor our licensors or service providers accept any liability for Your Materials. We will handle Your Materials, and any other information you provide to us, in accordance with these Terms and Conditions.
(d) You authorize us to amend or delete any of Your Materials where we become aware (through receipt of a third party notice or otherwise) that Your Materials are, or are alleged to be, in breach of copyright, illegal or are not appropriate in our opinion to be accessed by or through the ACN.
(e) To the fullest extent permitted by law and subject to Section  (limitation of liability)], you access and use Your Materials and the ACN at your own risk. You accept responsibility for all of Your Materials.
(f) You indemnify us, our licensors and service providers, against any liability, costs, losses, claims, or damages (including legal fees and disbursements) incurred or suffered by the indemnified person and arising out of Your Materials, including but not limited to claims for: infringement of intellectual property rights or other proprietary rights; violation of laws, regulations, or codes.; injury or death; breach of privacy or confidence.
5.4 Your licenceto use Our Intellectual Property Rights:
5.4.1 You may:
a) retrieve and display the content of the ACN on a computer screen or other mobile device;
b) store such content in electronic form on disk as necessary to display it on a computer screen or other mobile device, (but not any server or other storage device connected to a network); or
c) print one copy of such content for your internal business use, provided you keep in tact all and any copyright and proprietary notices.
5.4.2 You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the ACN without our prior written permission.
5.4.3 No licence is granted to you in these Terms and Conditions to use any trade mark of the ACN or its affiliated companies including, without limitation, the trade mark 'Anthesis' or the trade marks of any other subscribers.
6. Your use of the ACN
6.1 You may not use the ACN for any of the following purposes:
- disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material;
- transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any relevant laws, regulations or code of practice;
- gaining unauthorised access to other computer systems or confidential material;
- interfering with any other person's use of the ACN;
- breaching any laws concerning the use of public telecommunications networks;
- interfering or disrupting networks or websites connected to the ACN;
- making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.
6.2 You will be responsible for our (and any of our service providers' and/or licensors') losses and costs resulting from your breach of this section 6.
7. Your information
7.1 All users and subscribers of the ACN must be aged 18 years or over.
7.2 You must ensure that the details provided by you about yourself on registration or at any time are correct and complete. You must inform us immediately of any changes to the information that you provided when registering by updating your personal details via the Profile page.
7.4 You acknowledge that we may monitor your use of the ACN service.
8. Availability and suitability of the ACN
8.1 Although the ACN aims to offer you the best service possible, Anthesis makes no promise that the services on the ACN will meet your requirements.
8.2 We cannot guarantee that the availability of the service will be fault-free. If a fault occurs in the technical features of the service you should report it to Anthesis using the contact details provided within the ACN and we will attempt to correct the fault as soon as we reasonably can. We shall not be liable if for any reason there are any technical faults in the provision of the service.
8.2 We make no warranty or guarantee that the ACN will be available 100% of the time or compatible with your existing hardware software or environment.
8.3 Your access to the ACN may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as it reasonably can. We shall not be liable if for any reason the ACN is unavailable at any time or for any period.
8.4 We may from time to time provide to you support in relation to your use of the Service, but we shall have no obligation to do so.
9. Our right to suspend or stop your use of the ACN
9.1 Anthesis may suspend or cancel your use of the ACN immediately at our reasonable discretion or if you breach any of your obligations under these Terms and Conditions or any applicable laws.
9.2 The suspension or cancellation of your use of the ACN shall not affect either party's statutory rights or liabilities.
9.3 Paragraphs 4, 5 and 10 of these Terms and Conditions shall survive cancellation.
10.1 Nothing in these Terms and Conditions will limit or exclude either your or our liability for:
(a) death or personal injury resulting from negligence,
(b) fraud or fraudulent misrepresentation, or
(c) any liabilities in any way that is not permitted under applicable law.
10.2 Subject to paragraph 10. 1 we are not legally responsible for any:
(a) losses that:
(i) were not foreseeable to you and us when these Terms were formed; or
(ii) that were not caused by any breach on our part
(b) business losses; and
(c) losses to non-consumers.
10.3 The limitations and exclusions of liability set out in this Section 10 and elsewhere in these Terms and Conditions govern all liabilities arising under these Terms and Conditions or relating to the ACN, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions; and shall apply even if you and/or we have been advised of the possibility of the loss.
10.4 We shall not be liable to the other for any indirect, consequential or punitive loss including but not limited to:
(a) loss of business profits,
(b) business interruption, or
(c) loss of business information.
10.5 You understand and agree that Anthesis does not guarantee the accuracy or completeness of any information in or provided in connection with the ACN. Anthesis is not responsible for any errors or omissions or for the results obtained from the use of such information. Anthesis gives no warranty as to the accuracy or completeness of any such information, including information made available by Anthesis or our representatives or other subscribers.
10.6 Although the ACN will implement reasonable security procedures to ensure that no unauthorised parties gain access to the ACN, content materials, features or functionality, because of the inherently insecure nature of the internet, the ACN does not give any other warranty in relation to this.
10.7 Where the services on the ACN are provided to you free of charge, it is for information and guidance purposes only and Anthesis' entire liability to you is as set out under these Terms and Conditions. The ACN is provided "as is", without any conditions, warranties or other terms of any kind.
10.8 No advice or information, whether oral or written, obtained by you from Anthesis or within the ACN shall create any warranty not expressly made in these Terms and Conditions or imposed by law.
10.9 Each of us indemnifies the other, and you indemnify our licensors and service providers, against any liability, costs, losses, claims, or damages (including legal fees and disbursements) incurred or suffered by the indemnified person in relation to any breach by the indemnifying party of these Terms and Conditions, including (without limitation) any breach of Section 1 (Use of the Services), Section 4 (Confidential Information) and Section 5 (Intellectual property and licences).
10.10 You may contact or be contacted by other members of the ACN. Any communication conducted outside of the ACN, or other specific activities conducted on behalf of the ACN, are at your own discretion and are not sanctioned by Anthesis nor are they necessary to participate fully in the ACN. Anthesis shall not be liable for any outcomes of such communication.
11. Applicable Law
These Terms and Conditions shall be governed and construed in accordance with the laws of England and Wales. The English Courts will have exclusive jurisdiction to determine any disputes which may arise out of, under or in connection with, these Terms and Conditions.
12.1 Anthesis can assign its rights and/or obligations under these Terms and Conditions to any third party. You may not transfer any of your rights and/or obligations under these Terms and Conditions. Any rights not expressly granted in these Terms and Conditions are reserved.
12.2 No one other than a party to these Terms has any right to enforce any of these Terms.
12.3 If you breach these Terms and Conditions and we choose to ignore this, we will still be entitled to rely on our rights and remedies under these Terms and Conditions at a later date or in any other situation where you breach the Terms and Conditions.
12.4 Anthesis shall not be responsible for any breach of these Terms and Conditions caused by circumstances beyond its reasonable control.