These General Vendor Terms are entered into and agreed to by What Next Strategy & Planning Ltd (“What Next”) and all Vendors as a condition of accessing and using our Sites and/or Services.
Among other things, these General Vendor Terms govern (i) Directory Listings, (ii) Vendor participation in Sponsored Content and (iii) Vendor participation in Virtual Summits.
Vendors to whom these General Vendor Terms apply include, without limitation, upgraded or paying vendors of software, data or services (each, a “Vendor” or “You”).
We reserve the right to update or otherwise modify these General Vendor Terms from time to time. You are responsible for checking these General Vendor Terms periodically for changes and updates. Your use of our Sites and/or Services after such notice has posted constitutes your acceptance of the updated General Vendor Terms.
BY ACCESSING AND USING OUR SITES AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY THESE GENERAL VENDOR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT ACCESS OR USE OUR SITES OR SERVICES.
In consideration of the premises set forth above, you the Vendor hereby agree as follows:
For a glossary of definitions used in these General Vendor Terms, please click here
USE OF WEBSITE:
You acknowledge that you are responsible for your actions and for all Content you post or otherwise submit to our Sites. You represent and warrant, to the best of your knowledge:
- That you have all necessary right, power and authority to enter into these General Vendor Terms and to fulfil your contractual obligations hereunder;
- That any and all information you post or provide, including, without limitation, as part of any registration or application or to gain access to our Sites or Services, is true, accurate and not misleading;
- That the information and Content you upload, post, e-mail, transmit, or otherwise make available to us or on our Sites, including without limitation Listings, Blog Posts, Sponsored Content, trademarks, logos or screenshots is accurate and free of third party encumbrances;
- That you will, when submitting Content to our Sites, adhere to the Content Guidelines and bear all liability related to your submission of such Content through our Sites or Services;
- That you shall not nor shall you authorise any third party to (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (ii) intentionally misrepresent your company, products and services; or (iii) advertise anything illegal or engage in any illegal or fraudulent business practice;
- That you will not post or otherwise provide Content that is unlawful, tortious, malicious, defamatory, infringing, libellous, abusive, disparaging, paedophilic, pornographic, obscene, invasive of another’s privacy, promotes illegal activities/conduct or violates applicable laws or regulations;
- That you will not post or otherwise provide Content that you do not have the right to make available under any law or contractual or fiduciary relationship (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or information protected under nondisclosure agreements);
- That you will not post or otherwise provide Content that contains a software virus or any other code files or programs with the ability to interrupt, destroy, compromise, or otherwise limit the functionality of any computer software or hardware or telecommunications equipment;
- That you will not avoid, bypass, reverse engineer, interfere with, deactivate, impair, descramble or otherwise circumvent any technical measure implemented by us to administer and protect our Sites and Services;
- That you will not use any automated means or form of data scraping or data extraction to access, query, download or otherwise collect our Content or related information from any of our Sites (except as expressly permitted by us) or otherwise without authorisation use or upload our Content; or create new links, reposts, or referrals through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers and data mining tools);
- That you will not duplicate, download, publish, modify or otherwise distribute our Content for any purpose other than for your own individual use;
- That you will not collect or “harvest” from the Sites the personal information (“Information”) of other Users or Vendors without their consent for the purpose of transmitting unsolicited commercial mass mailings, “spamming” or for any other unlawful purpose; and
- That you will not access our Sites and Services by any means other than through interfaces expressly authorised by us and these General Vendor Terms.
At our discretion, we may, but are not obligated to, monitor and terminate your activity on our Sites, and/or edit or remove Content that violates or otherwise fails to comply with these General Vendor Terms.
SUBSCRIPTION TERM & RENEWAL:
All paid Listings are on a Subscription basis with an Initial Term of twelve (12) months beginning on the Contract Date unless expressly agreed otherwise in writing.
Subscriptions shall be automatically renewed for successive one (1) year terms (each a Renewal Term) until and unless either Party provides the other Party with ninety (90) days prior written notice to the end of the Initial Term or the Renewal Term.
One-time payments apply to sponsorship of Virtual Summits.
PRICING & PAYMENT TERMS
Standard Listing Subscription prices apply unless expressly agreed otherwise in writing.
Prices are fixed for the Subscription period and subject to amendment from time to time. All Renewal Term prices will be at the prevailing rate.
Startup Listings may only be paid in advance by credit card.
Featured Listings annual subscriptions and one-time payments will be invoiced at the Contract Date and fall due for payment within thirty (30) days.
Any invoice not paid in full within 30 days after receipt will incur a finance charge of 8% per annum.
VENDOR LISTINGS & SPONSORED CONTENT:
Vendor Listings are descriptions of vendors’ software, data products or services (including vendor names & logos, product names & descriptions, screenshots). Listings are organised in Categories which are defined by us. From time to time, new categories may be added and existing categories may be re-labelled. For a list of current categories, please click here.
Vendor shall ensure that the Vendor Content it contributes or approves for its Listing and Sponsored Content complies with these General Vendor Terms and with the Content Guidelines.
VIRTUAL SUMMIT SPONSORSHIPS:
Vendors may pay to participate in Virtual Summits as presenters. Sponsorship packages and pricing will be agreed separately for each Virtual Summit and defined in the relevant proposal document.
INTELLECTUAL PROPERTY RIGHTS:
Our Sites comprise Content created by us, our Partners, our Vendors and our Users. This section sets out the ownership and usage rights for each type of Content.
Our Sites, including without limitation the Basic Listings we create from publicly available content and any other Content we create or license and all intellectual property rights therein (collectively, the “What Next IP”), is the property of What Next and is protected by UK and international copyright, trademarks and other intellectual property laws.
We grant to Vendor a worldwide, revocable, royalty-free, non-exclusive license to use, view and download the What Next IP for Vendor’s personal, non-commercial use in accordance with these General Vendor Terms and applicable UK and international copyright laws. Except to the extent otherwise expressly permitted under copyright law, Vendor will not copy, reproduce, modify, use, distribute, display, create derivative works of or otherwise exploit the What Next IP without the express written consent of What Next or the applicable copyright owner.
Except for Product Information lawfully collected or created by us, Vendor retains all right, title and interest in and to the Content it submits to us to update or modify its Listing, as well as to its logos, trademarks and screenshots (collectively, “Vendor IP”) and grants to What Next a perpetual, worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable license (i) to use the Vendor IP in the ordinary course of its business (ii) to advertise, market, promote and publicise Vendor and its products on our Sites; and (iii) to modify and/or remove Vendor Content as we may determine in our sole discretion in accordance with the Content Guidelines.
All intellectual property rights not expressly granted hereunder are expressly reserved to What Next and to the respective owners of such rights.
COPYRIGHT INFRINGEMENT CLAIMS:
If you are a copyright owner or agent, and you believe your rights under applicable Copyright laws are being infringed by us or another person or entity using our Sites or Services, you should contact us at email@example.com.
YOUR USE OF OUR SITES AND SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR SITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT OR SYSTEM INTEGRATION. WE DO NOT WARRANT THAT OUR SITES WILL BE SECURE, AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER; THAT ERRORS OR DEFECTS WILL BE CORRECTED; OR THAT THE CONTENT ON OUR SITES IS ACCURATE OR APPROPRIATE FOR YOU AND YOUR BUSINESS NEEDS.
Neither party will be liable for any failure or delay of performance under these General Vendor Terms resulting from a force majeure event beyond the reasonable control of a party, including without limitation, natural disasters, acts of God, government regulations, war, terrorism, labour disputes and power failures.
LIMITATION OF LIABILITY:
Neither we nor Vendor will be liable for any consequential, special, indirect, exemplary or punitive damages arising out of or in any way related to these General Vendor Terms or your use of our Sites and Services, including without limitation loss of profits, revenue, interest, goodwill, loss or corruption of data or other interruption of business (whether in contract, tort or under other legal theory), even if advised of the possibility of such damages.
Except for breach of the indemnification and confidentiality sections hereunder, each party’s aggregate liability to the other for direct damages under these General Vendor Terms is limited to GBP£100 (one hundred British Pounds). We expressly disclaim liability for any and all disputes arising between Vendors and Users of our Sites and Services. By accessing and using our Sites and Services, you release What Next from any and all liability for any and all claims arising from disputes between Vendors and Users of our Sites or Services.
Each of us and Vendor (in our capacity as “Indemnitor”) agrees to indemnify, defend and hold harmless the other party, its agents, affiliates and employees (in its capacity as “Indemnitee”) from and against any and all third party claims, liabilities, losses and expenses (including damage awards, settlement amounts and reasonable attorneys’ fees) arising out of or relating to a violation of these General Vendor Terms, except to the extent such losses and expenses arise from the negligence or wilful misconduct of Indemnitee.
Termination by Us:
We reserve the right in our sole discretion, without penalty and at any time without notice, to modify or discontinue (temporarily or permanently) Vendor’s access to our Sites and Services, or any part thereof if we believe that Vendor is violating these General Vendor Terms. If Vendor uses or attempts to use our Sites or Services for any purpose that contravenes these General Vendor Terms (including without limitation tampering, hacking, data scraping, modifying or otherwise corrupting the security or functionality of the Services), Vendor may also be subject to civil and criminal liability.
These General Vendor Terms are governed by the laws of England & Wales.
WAIVER & SEVERABILITY:
Our failure to act with respect to a breach will not constitute a waiver and does not waive our right to act with respect to subsequent or similar breaches. If any of these General Vendor Terms shall be deemed invalid, void, or for any reason unenforceable under applicable law, then that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or provision of these General Vendor Terms.
BY ACCESSING AND USING OUR WEBSITE AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THE FOREGOING GENERAL VENDOR TERMS.
Last Updated: January 2021