1.1 Columba Systems Limited (trading as and hereafter referred to as "Columba Systems") whose registered office is 180 High St, Tonbridge, Kent operates Columba Systems Online Future Event Calendar service ("Columba Online") subject to these Terms and Conditions of Use ("Terms").
1.2 Columba Systems provides Columba Online to those individuals and/or companies, partnerships or other entities (as represented by an employee or otherwise) who have agreed to be bound by the Terms and who are permitted to use Columba Online, and are hereinafter referred to as the Subscriber of Columba Online. Either by accessing, registering for or otherwise using Columba Online the Subscriber is thereby agreeing to be legally bound by the Terms.
1.3 The Subscriber hereby agrees that it has read and understood the Terms and that if it does not agree to be bound by the Terms it shall cease to access or otherwise use Columba Online (or element thereof) forthwith.
1.4 Columba Systems reserve the right to amend the Terms from time to time at its discretion and shall do so by posting such amended terms on its website. The effective date of such amended terms shall also be notified on the Columba Systems website.
1.5 Subscription to Columba Online may be subject to the consent of a given Content Provider (defined below). Subscription to Columba Online cannot be guaranteed and Columba Systems reserves the right to refuse, in its discretion, a Subscribers application to use or access Columba Systems Service.
2.1 The Subscriber shall provide Columba Systems with (and shall be obliged to keep accurate and updated at all times) complete and accurate information regarding its use of Columba Online, including Subscribers organisation/company/entity name, address and telephone number, email address, billing information and the names of individuals or employees who are authorised to access Columba Online ("Subscriber Information").
2.3 Columba Systems reserve the right, at its sole discretion to suspend or terminate the provision of or access to Columba Online, without notice, (including by suspension or revocation of passwords) if the Subscriber Information (or any element thereof), is inaccurate, out of date or incomplete.
2.4 Upon completion of the Subscribers subscription to Columba Online Columba Systems shall allocate and provide to the Subscriber such unique Subscriber login identifier(s) ("Subscriber ID(s)") and password(s) as necessary to enable the Subscriber and/or its representatives to access and use Columba Online.
2.5 The Subscriber ID(s) and/or password(s) may not be transferred without the prior written consent of Columba Systems and the Subscriber hereby agrees that it is solely responsible for the use of the Subscriber ID(s), password(s) and Subscriber Information and shall take all commercially reasonable efforts to protect the confidentiality of the Subscriber ID(s), password(s) and Subscriber Information.
2.6 The Subscriber agrees that it shall promptly notify Columba Systems, in writing, of any change in the Subscriber Information (including when a relevant employee leaves the Subscriber organisation) so that Columba Systems may disable the Subscriber ID or password(s). Subscriber shall indemnify Columba Systems for any loss or damage resulting from the misuse, loss of, or inaccuracy of the Subscriber ID or password(s).
3.1 The Subscriber shall pay all fees or monies due to Columba Systems in respect of its access or use of Columba Online (or elements thereof) via the Subscribers ID ("the Fees").
3.2 Current Fees are available from Columba Systems. Payment shall be made strictly in accordance with these Terms.
3.3 Columba Systems shall invoice the Subscriber in respect of Fees due. Such Fees shall be payable within fourteen days of the date of invoice ("Due Date").
3.4 If Columba Systems has not received payment by the Due Date, it may (in its sole discretion) suspend or terminate the Subscribers access to or use of Columba Online and charge interest on overdue amounts at 2% above the base rate of Lloyds Bank Plc, per month, or at the highest rate permitted by law, whichever is lower, calculated from the Due Date until payment is received. Subscriber shall be liable for all reasonable charges Columba Systems incurs to collect such overdue Fees.
3.5 Upon termination of these Terms for whatever reason, outstanding Fees shall become due and payable forthwith.
4.1 Columba Systems may at its sole discretion and without prior notice or liability, discontinue or alter Columba Online (or element thereof), including by:
5.1 Columba Systems provides Columba Online for Subscriber's internal use only. Subscriber may not make Columba Online or any content thereof available, directly or indirectly, to any third party.
5.2 Subscriber agrees to use Columba Online only for lawful purposes. Subscriber agrees that its use of Columba Online will not violate any applicable local, state, national, or international law or regulation and agrees to indemnify Columba Systems in full, in respect of any loss or damage it may suffer as a result of a breach of this clause.
5.3 Provision of Columba Online involves information, software, research, and/or other material (whether in written, graphical, or other form, collectively "Content") protected by copyright, trademark, trade secret, patent, or other intellectual property rights laws. The Content is and shall remain the property of Columba Systems or the applicable contributor providing the Content ("the Content Provider"). Subscriber shall comply with all such laws, shall not assert any rights in the Content, and shall abide by any restrictions included with the Content. Subscriber may not modify copy, provide to any third party, sell, transfer, or create derivative works of any Content, in whole or in part. If no specific restrictions are included with the Content, Subscriber may print copies of the Content, provided that these copies are made only for Subscriber's use and that Subscriber does not alter any notices contained in the Content, such as copyright notices, trademark legends, or other proprietary rights notices. Subscriber shall be liable for any damage resulting from any infringement of copyrights, proprietary rights, or other harm arising from such activities and shall indemnify Columba Systems and/or the Content Provider against all loss and damage resulting from an infringement by it of copyrights, proprietary rights or otherwise arising from a breach of this clause.
5.4 All trademarks, service marks, trade names, logos and graphics ("Marks") indicated in this site are trademarks of Columba Systems (whether registered or not) are Marks owned by Columba Systems. Subscriber acknowledges and agrees that neither these Terms nor Subscriber's use of Columba Online grants to Subscriber a licence or any other proprietary rights to Columba Online, the Marks, or Columba Systems' intellectual property.
5.5 Subscriber acknowledges and understands that Subscriber's access to the Content may be restricted by applicable laws and regulations, including relevant local securities laws, or by the internal policies and practices of the applicable Content Provider. Such restrictions may change from time to time. Columba Systems hereby disclaims any and all liability associated with entitlement decisions, which are made at the sole discretion of Content Providers. Subscriber is solely responsible for securing any necessary pre-entitlements from Content Providers. Subscriber also acknowledges that as a condition for a Content Provider permitting Subscriber to access a Content Provider's Content, Columba Systems may, on a regular but delayed basis, disclose to such Content Provider Subscriber's identity and the particular Content accessed by Subscriber and the Subscriber, on accessing Columba Online, irrevocably consents to such disclosure.
6.1 COLUMBA SYSTEMS DISTRIBUTES (IT DOES NOT PUBLISH) CONTENT SUPPLIED BY CONTENT PROVIDERS. ACCORDINGLY, COLUMBA SYSTEMS HAS NO EDITORIAL CONTROL OVER THAT CONTENT. ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS, OR OTHER INFORMATION ARE EXPRESSED OR MADE BY THE RESPECTIVE CONTENT PROVIDERS AND NOT BY COLUMBA SYSTEMS. COLUMBA SYSTEMS DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OF THE CONTENT, NOR ITS FITNESS FOR ANY PURPOSE. COLUMBA SYSTEMS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A SUBSCRIBER'S RELIANCE ON ANY CONTENT. IT IS THE RESPONSIBILITY OF EACH SUBSCRIBER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, OR ADVICE CONTAINED IN THE CONTENT. COLUMBA SYSTEMS' CONTENT PROVIDERS DISCLAIM ALL LIABILITY FOR ANY FAILURE BY SUBSCRIBER TO PERFORM ITS OWN SUCH EVALUATION, INCLUDING LIABILITY FOR INVESTMENT DECISIONS MADE BY SUBSCRIBER ON THE BASIS OF ANY PARTICULAR CONTENT, ALL TO THE EXTENT PERMITTED BY APPLICABLE LAW. COLUMBA SYSTEMS SHALL NOT BE LIABLE IN ANY CIRCUMSTANCES FOR THE ACTS OR OMISSIONS OF CONTENT PROVIDERS, INCLUDING TERMINATION OR DISCONTINUANCE OF THE PROVISION OF ANY CONTENT BY CONTENT PROVIDERS TO COLUMBA SYSTEMS OR SUBSCRIBER.
6.2 COLUMBA ONLINE ARE BEING PROVIDED TO SUBSCRIBER ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE PROVIDED IN A SEPARATE SIGNED AGREEMENT. COLUMBA SYSTEMS DOES NOT WARRANT THAT COLUMBA ONLINE WILL BE UNINTERRUPTED OR ERROR FREE. COLUMBA SYSTEMS DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF COLUMBA ONLINE. COLUMBA SYSTEMS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH COLUMBA ONLINE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF COLUMBA SYSTEMSS SERVICES OR ANY ELEMENT OF IT BEING SATISFACTORY AND FITNESS FOR A PARTICULAR PURPOSE, AND NO INFORMATION GIVEN BY COLUMBA SYSTEMS OR THE CONTENT PROVIDERS SHALL CREATE A WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COLUMBA SYSTEMS OR ANY CONTENT PROVIDER BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO COLUMBA ONLINE. SUBSCRIBER'S SOLE REMEDY FOR DISSATISFACTION WITH COLUMBA ONLINE IS TO STOP USING COLUMBA ONLINE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COLUMBA SYSTEMS, OR ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD PARTY CONTENT PROVIDERS, LICENSORS, OR INVESTORS, ARISING OUT OF OR RELATING TO COLUMBA ONLINE EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER TO COLUMBA SYSTEMS DURING THE CALENDAR QUARTER IN WHICH SUCH LIABILITY AROSE.
7.1 Upon request, Subscriber agrees to defend, indemnify, and hold harmless Columba Systems, its officers, directors, employees, agents, Content Providers, investors, and licensors, from and against any claims, damages, and expenses (including, without limitation, reasonable legal fees), using counsel reasonably acceptable to Columba Systems, arising out of Subscriber's use of Columba Online, including any breach by Subscriber of these Terms.
7.2 Columba Systems shall have the right, at its expense and option, to participate in the defence and/or settlement of any such claim or action. In no event shall Subscriber settle any suit or claim imposing any liability or other obligations on Columba Systems without Columba Systems' prior written consent.
7.3 Columba Systems will indemnify, defend, and hold harmless Subscriber and its officers, directors, and employees from and against any costs, damages, liabilities, and expenses (including, without limitation, reasonable legal fees), using counsel reasonably acceptable to Subscriber, incurred by Subscriber as a result of any claim or action against Subscriber brought by a third party to the extent that such claim or action is based on a claim that Subscriber's use of Columba Online infringes any United Kingdom intellectual property right, provided Subscriber promptly notifies Columba Systems in writing of any such claim and, provided further, that Columba Systems shall have the right to control such defence and any settlement.
7.4 In no event shall Subscriber settle any such claim, lawsuit, or proceeding without Columba Systems' prior written consent. The foregoing states the entire liability of Columba Systems to Subscriber with respect to infringement of any third-party intellectual property right by Columba Online.
8.1 This agreement shall continue for a fixed term of twelve months from the date of subscription and thereafter shall renew automatically for subsequent periods of twelve months unless and until terminate by either party hereto in accordance with the terms hereunder.
8.2 The Subscriber may terminate this agreement without cause by serving on Columba Systems a minimum of thirty (30) days written notice to terminate, to expire no earlier than the expiration of the current fixed twelve month term.
8.3 Columba Systems may terminate Subscriber's account, or suspend Subscriber's access to all or any part of Columba Online, without prior notice:
8.3.1 for violation of these Terms;
8.3.2 with respect to specific Content if the Content Provider of that Content directs Columba Systems to discontinue providing such Content to the Subscriber;
8.3.3 if the Content is no longer provided to Columba Systems by a Content Provider; or
8.3.4 if the Subscriber is not entitled to the Content. Columba Systems will notify Subscriber of any such termination as soon as practicable.
8.4 If Columba Systems terminates this Agreement pursuant to clause 8.3.1 above, no refund of any pre-paid subscription shall be made to Subscriber.
8.5 In the event of termination by Columba Systems of Subscriber's access to Columba Online as a whole pursuant to any of sub-clauses 8.3.2, 8.3.3 and 8.3.4 above, Columba Systems shall refund fees already paid for any unexpired period after such termination.
8.6 In the event of termination of this Agreement, howsoever arising, the Subscriber remains bound by clauses 5, 6 and 7.
9.1 If any term of this Agreement is held invalid or unenforceable, then if such decision is made as part of contentious proceedings, then such term shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties. The remainder of this Agreement shall remain in full force and effect. Other than in contentious proceedings, such a finding of invalidity or unenforceability shall entitle Columba Systems to amend this Agreement on giving 14 days' notice to the Subscribers.
9.2 The Subscriber may not assign this agreement, by operation of law or otherwise, without Columba Systems' prior written consent. This Agreement shall be binding on and enforceable against the parties and their permitted successors and assigns.
9.3 Columba Systems' failure to enforce Subscriber's strict performance of any provision of these Terms shall not constitute a waiver of Columba Systems' right to subsequently enforce any provision of this Agreement. Only amendments made in writing and signed by an authorised representative of Columba Systems shall be valid amendments to these Terms.
9.4 These Terms shall form the entire agreement between the Subscriber and Columba Systems and supersedes any prior agreement or communication concerning the Subscribers subscription to Columba Online (or element thereof) unless the contrary has been agreed in writing by authorised representatives of both parties hereto.
9.5 These Terms shall not be modified by virtue of either party's course of conduct or trade practice.
9.6 The Subscriber acknowledges and agrees that Columba Systems will communicate with the Subscriber by email or by posting notices on Columba Systems website. The subscriber agrees that all notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing and such notices shall be deemed effective as at the time of posting on the web site or the time of sending from the email server of Columba Systems.
9.7 The laws of England & Wales shall govern these Terms and all actions brought in relation to Columba Online or these Terms shall be subject to the exclusive jurisdiction of the English courts.