This document (together with any documents referred to in it) sets out the terms and conditions (“Terms”) on which FusionX Group Ltd a company registered in England with registration number 14544613 (“FusionX”, “We”, “Us”, “Our”) provide the person, company or organisation whose name is set out on the Order Form (“You”, “Your”) with access to Our services as detailed on the Order Form (collectively “Licence”) including Our websites http://www.fusionxinvest.com and http://www.fusionxinnovation.com or any other website managed by FusionX (“Website”), FusionX our web-based platform described on and accessed through the Website and any associated data feeds, alerts, emails, downloads or other content or communications (“FusionX Platform”) and/or access to meetings, conferences, dinners, receptions or other events organised by FusionX (“Events”) and the data, information other content published via the FusionX Platform or delivered through any API or other data feed (“Data”) collectively the “Service”. Save as expressly agreed in writing between the parties, these Terms apply to the provision of the Service to the exclusion of any other terms that You may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
PLEASE READ THESE TERMS CAREFULLY AND ENSURE THAT YOU UNDERSTAND THEM BEFORE USING THE SERVICE OR THE WEBSITE. YOU ACKNOWLEDGE THAT BY USING THE WEBSITE AND/OR APPLYING FOR ACCESS TO OR USE OF THE SERVICE YOU AGREE TO USE THE SERVICE AND THE WEBSITE IN ACCORDANCE WITH THESE TERMS UNLESS ADDITIONAL OR SEPARATE TERMS ARE AGREED IN WRITING BY US. IF YOU DO NOT ACCEPT THESE TERMS, YOU SHOULD NOT USE THE SERVICE OR THE WEBSITE. IF YOU ARE USING THE SERVICE OR THE WEBSITE ON BEHALF OF A COMPANY OR ORGANISATION, YOU HEREBY WARRANT AND REPRESENT THAT YOU HAVE THE FULL CAPACITY AND AUTHORITY TO AGREE TO THESE TERMS ON BEHALF OF THE COMPANY OR ORGANISATION. THE COMPANY OR ORGANISATION WILL BE BOUND BY THESE TERMS. YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.
1. DEFINITIONS
“Commencement Date” means the sooner of the date of Your first use of the Service, or the date of Us sending You the Confirmation Email;
“Confirmation Email” means the email described in clause 3.4.
“Agreement” means the contract for the provision of any part of the Service by Us to You;
“Agreement Date” means the date of signature or submission of the Order Form
“Data” shall have the meaning set out in the first paragraph of these Terms;
“Events” shall have the meaning set out in the first paragraph of these Terms;
“FusionX Platform” shall have the meaning set out in the first paragraph of these Terms;
“Order Form” means any Order Form, Registration Form or similar completed by You and sent to Us during the sales, ordering and contracting process;
“Service” shall have the meaning set out in the first paragraph of these Terms and shall refer to the Service in its entirety or any parts thereof.
“Licence” shall have the meaning set out in the first paragraph of these Terms.
“Fee” means the fee payable by You to Us in respect of Our provision of the Service, which will be either as set out in the Order Form or as agreed in writing between You and Us, as may be amended from time to time in accordance with these Terms;
“Period” means the period from the Commencement Date as set out in the Order Form or as agreed in writing between You and Us
“Renewal Date” means the date 12 months after the Commencement Date unless specified otherwise on the Order Form;
“Users” means any permitted users of the Service, as detailed in the Order Form;
“Website” shall have the meaning set out in the first paragraph of these Terms.
2. ABOUT US
1. The Service including FusionX and the Website are owned and operated by FusionX Group Ltd.
2. FusionX Ltd. can be contacted by email to info@fusionxinvest.com
3. PRELIMINARY INFORMATION
1. By using the Service you warrant that: You are legally capable of entering into binding contracts; In the case of individuals, you are 18 years old or above; and you are not in any way prohibited by the applicable law in the jurisdiction which you are currently located to enter into these Terms nor to agree to these Conditions.
2. In order to receive the Service, You shall register with FusionX using the Order Form. By completing and submitting the Order Form, You consent to FusionX conducting verification and security procedures in respect of the information provided in such Order Form.
3. You hereby warrant that the information provided by You to FusionX is true, accurate and correct. You further warrant that You shall promptly notify FusionX in the event of any changes to such information provided.
4. Upon the completion and submission of the Order Form by You, You shall be sent confirmation of Your registration with FusionX. Upon receipt of the details of Your Users any credentials or other information enabling use of the Service will be sent to your Users.
4. FORMATION OF YOUR CONTRACT WITH FUSIONX
1. The Agreement shall commence on the Agreement Date.
2. These Terms will take effect on the Commencement Date.
3. The provision of the Service will commence on the Commencement Date and continue for the Period unless and until terminated in accordance with clause 8.
5. PROVISION OF THE SERVICE
1. In consideration for Your payment of the relevant Fee We will, for the Period, use reasonable endeavours to provide the Users with access to the Service.
2. Where your Agreement includes access to the Data or FusionX Platform we hereby grant You a non-exclusive, non-transferable, non-sub-licensable, licence during the Period to access the Service and for the Users to: display the Data published via the Service electronically on a single computer or similar device; download and store one copy of a reasonable number of articles or data or other materials that may be accessed via the Service in machine readable form. Downloading many articles at one time, or downloading or storing a significant part of any section of a data-set owned or managed by FusionX will not be considered reasonable; and print one copy of a reasonable number of articles for User’s own or User’s employer’s internal business purposes only, and only for the purposes of information and education.
3. Where your Agreement includes access to Events You acknowledge and agree that We shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, pandemics, government orders, or other force majeure events. The term “force majeure events” includes, but is not limited to, fires, floods, earthquakes, epidemics, strikes, labor disputes, riots, civil disturbances, shortages of labor or materials, governmental regulations, acts of declared or undeclared war, acts of terrorism, acts of public enemies, or any other unforeseen circumstances. And shall not be held responsible for any losses, damages, or liabilities incurred by participants as a result of the force majeure event. You further acknowledge that You assume all risks, hazards, and dangers related to entry into and presence at the Events including potential exposure to communicable diseases, viruses, bacteria, or illnesses, and the associated risks of sickness, personal injury, disability, and death.
You acknowledge and expressly consent to the processing of Your contact information, understand and agree that Your contact details may be shared with sponsors or supporters or matchmaking services associated with the Events but not with other third parties and that this consent may be withdrawn at any time by contacting info@fusionxinvest.com
You acknowledge and agree that You may be photographed or recorded by Us or our designated representatives and consent to the use of these photographs and recordings without compensation, for promotional purposes, including but not limited to use in newsletters, websites, social media platforms, and future marketing materials and release Us, our employees, and our designated representatives from any liability, claims, and demands arising out of or related to the use of said photographs and recordings. This consent includes, but is not limited to, the right to edit, alter, copy, exhibit, publish, or distribute these photos and recordings for any lawful purpose.
All intellectual property rights in the content of presentations, materials distributed, and any other information provided during the Events, including but not limited to speeches, slides, recordings, and promotional materials, belong to Us, the respective presenters, or their licensors. Unauthorized use, reproduction, distribution, or modification of any content without the express written permission of the copyright holder is strictly prohibited. You acknowledge and agree that by submitting any content, including presentations, papers, and other materials, to the Events, contributors grant Us a non-exclusive, royalty-free, perpetual, and worldwide license to use, reproduce, distribute, display, and create derivative works of the submissions, in whole or in part, in any media formats and through any media channels.
4. In relation to the Service or the Website, You may not: download, store, reproduce, transmit, display (including without limitation display on any intranet or extranet site), copy, sell, publish, distribute, provide access to, nor offer of attempt to do any of the forgoing, or otherwise use the Service other than expressly in accordance with these Terms; sub-license, rent, lease, transfer or assign any rights in the Service or the Website, including without limitation copyright, trademark and other intellectual property rights, to any other person, or attempt to do any of the foregoing; internally distribute, share or re-publish any Data unless You have acquired the appropriate licence(s) (pricing available on request) excepting where internal distribution of such Data forms an insignificant part of a new written work produced for User’s or User’s employer’s business purposes and where all and any Data is clearly marked “Source: FusionX” or similar.externally distribute, share or re-publish any Data excepting where external distribution of such Data forms an insignificant part of a new written work produced for User’s or User’s employer’s business purposes and where all and any Data is clearly marked “Source: FusionX” or similar. store any Data on its own or as part of any larger data-set except where such storage is for a period not exceeding 30 calendar days and it for User’s own or User’s employer’s internal business purposes only, and only for the purposes of information and education; alter or remove any copyright notices or other notices indicating the proprietary ownership by Us or any third party of any intellectual property in the Service or the Website; use the Service or the Website in any manner except as expressly permitted, or transfer or export the Service or the Website or any copies into any country, other than in compliance with applicable laws; reproduce, modify, or in any way commercially exploit the Data, Service or the Website; make any Data, the Service or the Website available on any network without acquiring the appropriate licence(s) (pricing available on request); provide Your username and password for accessing the Service to any third party; or use the Service or the Website for any unlawful purpose; andthe use of automated systems or software to extract data from FusionX’s websites is prohibited unless express written consent is provided.
5. We reserve the right to make changes to the Service and the Website or part thereof from time to time including without limitation, the modification and/or variation of any Data provided via the Service.
6. Without prejudice to Our other rights and remedies, We reserve the right to temporarily or permanently suspend or disable Your access to the Service at any time without notice to You in the event You breach any of the provisions herein or if any of the following events occur: the third party services and network providers cease to make the third party service or network available to Us; We are undertaking repairs, planned maintenance or upgrades to the Service or the Website; We believe that your username and password for accessing the Service have been used by any other person; We believe that there has been fraudulent use, misuse or abuse of features or functionalities of the Service (in whole or in part); We believe that you have provided Us with any false, inaccurate or misleading information; or use the Service or the Website for any unlawful purpose; and We shall not be liable to you for any such suspension of your access to the Service or the Website.
7. We may, in Our sole discretion correct any errors in the Service or on the Website or in the Data if You notify Us of the same, however, We shall be under no obligation to do so and We shall have no liability for any failure or delay in the provision of the Service or any loss or damage caused by our provision of the Service or the Website.
6. FEES & PAYMENT
1. In consideration for receiving the Service, You shall pay the Fee.
2. The Fee shall be payable on the Agreement Date. Details of our Fee and the procedures for payment are available on the Order Form and the Website. The method of payment, the Fee and the term shall be indicated in the Order Form unless otherwise agreed. We reserve the right to change the price of the Fee before you complete the Order Form. If payment is not received within 30 days of the Agreement Date, We reserve the right to suspend Your receipt of the Service and/or charge interest under applicable law (including the Late Payment of Commercial Debts (Interest) Act 1998). You are responsible for any fees or charges incurred to access the Website and/or receive the Service through an Internet access provider or other third party service.
3. You undertake that any credit card that You use is Your own or Your employer’s (and if acting on behalf of Your employer, that You are authorised to use the credit card) and that there are sufficient funds or credit facilities to cover the cost of any Fee. We reserve the right to obtain validation of Your or Your employer’s credit card details before providing you with access to the Service. If You want to use a different credit card or there is a change in credit card validity or expiration date, You must contact a FusionX sales or customer service representative (contact details are on http://www.FusionX.com).
4. The Fee shall be exclusive of any applicable local sales tax. All payments shall be made in GBP or USD or EUR by credit card or bank transfer, unless We agree otherwise in writing or by email.
5. We reserve the right to increase the Fee from time to time upon not less than 60 days prior notice to You, such notice to take effect at the start of any subsequent Period.
6. If You or any other company or entity that benefits from this Service merges with or acquires any interest or shares of a third party or any third party merges with or acquires such an interest in You (all such parties referred to as the Affected Parties), You will promptly notify Us in writing and: (i) the Agreement, and agreements between Us and Affected Parties, shall remain in full force and effect; (ii) on or before the first Renewal Date following any merger with any company or acquisition of shares in or by the Company, we may offer You a revised Fee for the Service based on, among other things, the increased benefit You receive from the Service due to the enlarged size and nature of Your business following the Transfer (“Extension Fee”); and; (iii) unless and until You pay the Extension Fee, You agree that no employee, contractor or other personnel of the relevant third party shall access, use or benefit in any way from Service or be deemed to be User(s) under the Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
We own or have a licence to use all rights, title and interest in and to the Service, the Website and the Data, including without limitation all copyright and any other intellectual property rights therein. These Terms shall not be construed to convey title to or ownership of the Service, Website or Data to You. All rights in and to the Service, Website and Data not expressly granted hereunder are reserved by Us.
8. TERMINATION
1. You may only terminate the Agreement in the event that You do not agree to an amendment made to these Terms in accordance with clause 12.6 and on the provision of not less than 90 days written notice to Us. In such an event We will refund any unused portion of Your Fee.
2. We may terminate the Agreement by notice in writing (including without limitation by email transmission) with immediate effect: where You have breached these Terms and, if capable of being fixed, You have not fixed such breach within 7 days of Us telling You to fix it, or the breach is not capable of being fixed; or where You are declared bankrupt or are unable to pay Your debts or enter into compulsory or voluntary liquidation or compound with or convene a meeting of Your creditors or have a receiver or manager or an administrator appointed or cease for any reason to carry on business or take or suffer any similar action which in Our opinion means that You may be unable to pay Your debts; or without cause, whereupon We shall refund any unused portion of Your Fee within a reasonable time of the date of Our notice.
3. For the avoidance of doubt, and unless expressly provided for herein, on termination of the Agreement for any reason, You shall not be entitled to a refund of any Fees already paid to Us.
4. On termination of the Agreement for whatever reason (i) the rights and/or obligations which have accrued prior to termination shall not be affected; (ii) all confidential information and documentation shall be returned to Us; and (iii) We shall have no further duty to provide the Service to You; (iv) You will promptly remove or delete all FusionX product(s) and Data from all computer equipment and any related memory locations.
9. WARRANTIES AND LIABILITY
1. Except as otherwise set out below, Our liability in connection with these Terms, the Agreement and the provision of the Service is strictly limited in aggregate to the Fee paid by You in the 12 months prior to the date of the claim (or, in the case of multiple claims, the date of the earliest).
2. We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
3. Nothing herein shall exclude or limit in any way Our liability for death or personal injury caused by Our negligence, for fraud or fraudulent misrepresentation or for any matter for which it would be illegal for Us to exclude, or attempt to exclude, Our liability.
4. You are solely responsible for providing the means to receive the Service, including but not limited to the provision of appropriate computer systems, Internet use and correct and up to date e-mail addresses. We use reasonable endeavours to procure that the Service is kept free from computer viruses or other potentially harmful content, however, it is Your responsibility to take appropriate measures to protect Your own computer systems. We shall not be liable for any failure or delay in Our provision of the Service or any loss or damage that results from Your failure to comply with this clause 9.4.
5. The Service, Data and Website are provided “as is”, without warranty of any kind. To the maximum extent permitted by law, We expressly exclude all representations, warranties, obligations and liabilities in connection with the Service and the Data.
6. Without limiting the generality of the foregoing, We do not warrant that the Service, Data or Website will be accurate or error free. In particular, any prices or quotations or statistics that form part of the Data are indicative and do not constitute a recommendation to engage in any transaction, nor are they intended to be used as a reference for calculating sales prices or as evidence in any dispute.
7. For the express avoidance of doubt, neither We nor the Service provide investment advice. The Service and/or Data must not be relied on to assist in making or refraining from making a decision, or to assist in deciding on a course of action.
10. DATA PROTECTION
1. We are the data controller of any personal data provided to Us by You.
2. Unless You notify Us in writing or by email of Your objection to the same, We will use Your personal data to send You information about Our products or services by post and/or by email.
11. COMPLIANCE MEASURES
1. On an annual basis, and otherwise on Our written request, You shall conduct a review of You and Your business’s use of the Services and certify to Us in writing, signed by You that Your business is in full compliance with the Agreement or, if You discover any noncompliance: You shall immediately remedy such noncompliance and provide Us with written notice thereof. You shall provide Us with all access and assistance requests to further evaluate and remedy such noncompliance; and If users of the Services are other than the Users permitted under the Agreement, We shall have the remedies set forth in Section 11.3.
2. If at any time it is determined or FusionX becomes aware that You have underpaid any Fees or other amounts payable to FusionX You shall be invoiced for such underpaid fees based on FusionX’s then current Fees or other prices in effect at the time which you shall pay within 7 days of receipt.
3. If at any time it is determined or FusionX becomes aware that Your use of the Services exceeds or exceeded the use permitted by the Agreement then: this will be deemed a breach not capable of remedy and we may terminate the Agreement, pursuant to Section 8.2 We shall invoice you for the number of users or use other than the permitted Users or use based on FusionX’s then current Fees or other prices in effect at the time, which you shall pay within 7 days of receipt; and unless We terminate the Agreement pursuant to Section 11.3.a above, You will obtain and pay for a valid FusionX License to bring Your use into compliance with the Agreement.
4. In determining the Fee payable pursuant to the foregoing unless You can demonstrate otherwise by documentary evidence to the reasonable satisfaction of FusionX, all excess use of the FusionX Product(s) shall be deemed to have commenced on the commencement date of the Agreement or, if later, the completion date of any audit previously conducted by Us hereunder, and continued uninterrupted thereafter, and the rates for such licenses shall be determined without regard to any discount to which You may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement).
12. MISCELLANEOUS
1. You may not transfer, assign, charge or otherwise dispose of any of Your rights or obligations arising under these Terms without Our prior written consent.
2. We shall not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under a contract that is caused by events outside Our reasonable control, including but not limited to strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government or the failure of Our suppliers to comply with the terms of supply agreements entered into with Us.
3. Other than as expressly stated otherwise in these Terms neither party shall be under any liability for any representations made prior to or during the operation of these Terms.
4. If any of these Terms or any provisions of a contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
5. All rights and remedies set herein are cumulative and are in addition to, and not in lieu of, all other remedies either party may have at law or in equity, whether under the Agreement or otherwise.
6. We may amend these Terms any time and will give you notice if We do so. Your continued use of the Service following notice of such amendment shall indicate Your acceptance of the amended Terms.
7. Failure by either party at any time to require the performance of any provision of these Terms shall not affect the right of such party to require full performance thereof at any time thereafter and the waiver by either party of any breach of any such provision of these Terms shall not be construed as, nor held to be, a waiver of any subsequent breach thereof, nor as nullifying the effectiveness of any such provision or in any way prejudicing such party’s rights under these Terms.
8. All notices, documents and other communications relating to these Terms must be in writing and delivered, or posted by first class pre-paid post or sent by facsimile or email transmission to Our registered office or Your address as provided by You in Your application, as appropriate, and any such notice shall be deemed to have been duly served upon and received by the party to whom it is addressed at the time of delivery if delivered by hand, on the expiry of 48 hours after posting or at the time of transmission in the case of facsimile or email transmission.
9. The clause headings in these Terms are inserted for ease of reference only and shall not affect the construction or interpretation of these Terms.
10. Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Us and such third parties shall not be entitled to enforce any term of these Terms against Us.
11. These Terms and the provision of the Service shall be governed and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English Courts.
12. If You have any queries about these Terms, please contact us on info@fusionxinvest.com