Terms and Conditions

APPLICABLE TO THE USE OF THIS WEBSITE

(Last revised May 2018)


These Terms and Conditions (the “Terms”), together with the documents referred to within them, set forth the legal terms and conditions governing your access to and use of the central management system (including its content) operated by Forevermark Limited and any associated software and/or online and mobile websites or applications operated by Forevermark Limited that are related to the central management system (collectively, the "CMS").  Forevermark Limited is a limited company registered in England and Wales under company number 06501918, whose registered address is 20 Carlton House Terrace, London, SW1Y 5AN, UK. Our VAT number is GB243565264.

All references to 'our', 'us' or 'we' within these Terms are deemed to refer to Forevermark Limited.

Your use of the CMS (including accessing, browsing or registering to use the CMS) confirms your unconditional agreement to be bound by these Terms and is subject to your continued compliance with these Terms.

We reserve the right to revise, update or modify these Terms at any time by amending this page and your continued use of the CMS after any such amendments are published on the CMS will be considered acceptance by you of such amended Terms. Updated terms will supersede all previous versions of the Terms. Please check this page regularly to take notice of any changes we have made, as they are binding on you from the date that we make them.  

IF YOU DO NOT ACCEPT THESE TERMS YOU MUST NOT USE THE CMS.


1. OTHER APPLICABLE TERMS

The following additional terms also apply to your use of the CMS:

  • Our Privacy and Cookies Policy, which sets out the terms on which we process any personal data we collect from you or that you provide to us. By using the CMS, you consent to such processing and you warrant that all data provided by you is accurate. 
  • If you are one of our employees (“Forevermark Employee”), any employment policies and/or employment contract applicable to your employment by us.
  • If you provide services to us as a contractor (“Forevermark Contractor”), the services agreement we have in place with you or your employer or agent.
  • If you are an employee or contractor of a person with whom we have an agreement to permit them to be a participant of Forevermark for example, as a Forevermark Jeweller or a Forevermark Licensee (“Forevermark Participant”), the agreement between us and that Forevermark participant. 


To the extent that there is a conflict of terms between these Terms and any of the other applicable terms mentioned above, these Terms will prevail. 


2. ACCESS TO THE CMS

Access to the CMS is permitted on a temporary basis, for the duration for which you are engaged as a Forevermark Employee, Forevermark Contractor or Forevermark Participant. Should your engagement as a Forevermark Employee, Forevermark Contractor or Forevermark Participant cease, your access to the CMS will be withdrawn and you must cease to use the CMS. Forevermark also reserves the right, in its sole discretion, to withdraw your access to the CMS at any time (notwithstanding that you may still be engaged as a Forevermark Employee, Forevermark Contractor or Forevermark Participant).

Forevermark may make changes to the CMS from time to time and may change, suspend or withdraw the content of all or any part of the CMS at any time without notice. 


3. RIGHTS

Subject to these Terms, we grant you a revocable, non-exclusive, non-transferable licence (the "Licence") to access the content of the CMS, search and view the content solely in accordance with the CMS functionality provided by us and use such content solely for your internal training purposes.

You shall not:

  1. download, print, reproduce, transmit, distribute, copy, adapt, translate, modify, amend, bundle, merge, share or make available to any person, customise or create derivative works based on CMS content (whether in hard copy or electronic form).  All copying, whether in electronic, hard copy or other format, is prohibited;  
  2. provide any content or access to the CMS to any third parties;  
  3. commercialise, offer for sale, distribute, resell or sublicense any part of this CMS or any of its content over any medium; 
  4. copy the features, technology or user interface of the CMS for any purpose;
  5. gain, or attempt to gain, unauthorised access to, or disrupt the integrity or performance of, the CMS or any of the CMS’s underlying software or source code; 
  6. interfere or attempt to interfere with the operation or use of CMS in any way through any means or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these Terms, except where expressly permitted by law (to the extent such permission cannot be excluded by agreement between you and us); 
  7. use the CMS or the content of the CMS in a way that infringes the copyright, trade marks or other intellectual property rights owned by or licensed to us;
  8. disclose your access details (including your log-in or user ID and/or password) to the CMS to any other person and you: 
    1. acknowledge that the content and the access details provided by us are our confidential information, the use and disclosure of which is only permitted in accordance with these Terms; and
    2. agree to promptly inform us at Alison.o’driscoll@forevermark.com in the event that you know or suspect that your access details have been used by anyone other than you to access and/or use the CMS.  


INTELLECTUAL PROPERTY

All rights in all material and content (including, but not limited to, text, images, web pages, sound, software (including, code, interface and website structure) and video, and the look and feel, design and compilation thereof) of this CMS are owned by us or our licensors. We are the owner and/or authorised user of all trade marks, trade names, service marks, design marks, patents, copyrights, database rights and all other intellectual property appearing on or contained within the CMS, unless otherwise expressly indicated. Except as provided in these Terms, use of the CMS does not grant you any right, title, interest or license to any such intellectual property you may access on the CMS. Except as provided in these Terms, any use or reproduction of the intellectual property is strictly prohibited. Nothing contained on this CMS should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade mark, service mark or logo displayed on this CMS without our prior written permission or the prior written permission of such other third party that may own the trade mark, service mark or logo displayed on this CMS. Your use of the trade marks, service marks or logos displayed on this CMS, except as provided herein, is strictly prohibited. 


NO WARRANTIES

This CMS (including the any information, materials, text, graphics, links or other items included in this CMS) is provided "as is," “with all faults” and “as available”, without warranties of any kind.    To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the CMS or any content on it, whether express or implied.  

Please note that we are under no obligation to update the content and it may be out of date at any given time. The content is not tailored to answer any specific question or set of facts raised by you and may not address your individual requirements.  We do not guarantee that the CMS or any content on it will be free from errors or omissions. We provide the CMS "as is" and without express or implied warranties of any kind. 

We do not warrant that the CMS will be free from viruses. Although we take reasonable steps to secure the CMS, you acknowledge that the internet is not a completely secure medium and we make no warranties, express or implied, that any information or materials you post on or transmit through the CMS will be safe from unauthorised access or use. 

The CMS may be unavailable from time to time due to maintenance or malfunction of computer equipment or for various other reasons and we will not be liable to you if for any reason the CMS is not available at any time. 

If you are dissatisfied with the CMS, your sole remedy is to discontinue using the CMS.


6. LINKING TO OUR CMS

Unless first approved in writing by us, you may not: link to our homepage in any way; frame or deep link this CMS, nor may you establish a link in any manner that suggests endorsement, association or approval on our part. 


7. YOUR RESPONSIBILITY

It is your responsibility to use virus checking software on any material downloaded from this CMS and to ensure the compatibility of such software with your equipment. In circumstances where you provide us with information relating to any third parties, you warrant that you have received that third party's consent in relation to such disclosure and that the third party has been informed of, and agrees to, our Privacy and Cookies Policy and the uses which we may make of such information.  You should also check that the information you provide does not contain any content prohibited by applicable laws or regulations. You will be responsible for any loss or damages we may suffer if you breach this warranty.

You agree that you will not knowingly introduce to the CMS viruses, bugs, trojans, worms or other matter which is malicious or technologically harmful. You must not gain or attempt to gain unauthorised access to the CMS, the server on which the CMS is stored or any server, computer or database connected to the CMS.

 You agree to indemnify and hold us harmless, our holding companies and subsidiaries, and our and their officers, directors, employees, agents, licensors, suppliers and any third party information providers to the CMS (each an "Indemnified Person") from and against any and all liabilities, losses, damages, demands, judgments, penalties, costs and expenses (including reasonable legal fees) any Indemnified Person incurs (a) as a result of your breach of these Terms, or (b) in connection with any third party claim against an Indemnified Person arising from your actual or alleged misuse of the CMS or the content on the CMS or your breach of these Terms.  


8. NO LIABILITY

Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability which cannot be excluded under English law or other applicable law. Subject to the foregoing, we will not have any liability for any loss, cost or damage whether in contract, tort (including negligence), breach of statutory duty, or otherwise even if foreseeable, suffered by you or any third party as a result of your use of the CMS for or in connection with:

  • use of, or inability to use, our CMS; 
  • any third party software you may download from the CMS; or
  • use of or reliance on any content displayed on our CMS

The CMS is only provided for commercial use.  Please note that in particular, we also will not be liable for:

  • loss of profits, sales, business, or revenue;
  • business interruption, wasted expenditure; 
  • loss of anticipated savings; 
  • loss of business opportunity, goodwill or reputation; 
  • loss of use or corruption of software, data or information; 
  • losses arising out of inaccuracies in the content or unavailability of the CMS; or
  • any indirect or consequential loss or damage.

 We do not guarantee that the CMS will always be available, be secure or free from bugs, errors, worms, trojans or viruses and we shall not be liable for any loss, cost or damage you may suffer as a result of such unavailability or any technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the CMS or to your downloading of any content on it, or on any website linked to it. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our CMS or to your downloading of any content on it, or on any website linked to it. 

We are not responsible for problems with hosting services, servers or internet service providers, telephone networks or telephone services or for any injury or damage to a user’s or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the CMS or related to or resulting from generally using or downloading materials in connection with the internet.

We reserve the right to exclusively defend and control any claims arising from any breach of the Terms for which you agree to indemnify us and you agree that you will fully cooperate with us when we defend those claims.


9. RIGHTS YOU LICENCE

Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Site, any of its services, by email, or in any other way. Accordingly, we ask that you do not send us any original creative materials such as designs, photographs, drawings, or original artwork that you expect to be compensated for or that you would like to keep private.

If you send us creative suggestions, ideas, notes, photographs, drawings, concepts, or any other information (each, a “Submission” and collectively, the “Submissions”) despite our request that you not send us any unsolicited Submissions or other creative materials, the Submission will be treated as non-confidential and non-proprietary in each instance. None of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions. Any Submission may be used by us without restriction for any purpose whatsoever, including, without limitation, reproduction, disclosure, transmission, publication, broadcast or posting, and you hereby irrevocably waive, release and give up any claim that any use of such Submission violates any of your rights, including, without limitation, copyrights, trademarks, moral rights, privacy rights, proprietary or other property rights, publicity rights, or right to credit for the material or ideas. 

You hereby irrevocably grant us the right, but not the obligation, to reproduce, modify, adapt, publish, license, post, sell, translate, incorporate, create derivative works from, exploit, issue or communicate to the public and otherwise use the Submission in any and all media, now known or hereafter devised, throughout the universe, in perpetuity (or the maximum period as may be permitted under applicable law), without according you any royalty, compensation or credit. By submitting a Submission to the CMS or us, you warrant and represent that such Submission is original with you and does not violate or infringe upon the rights of any third parties, including, without limitation, any intellectual property rights and rights of publicity and/or privacy.  You agree that you will be liable to us and indemnify us for any breach of that warranty. If you are a consumer user, this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.   Submissions to the CMS and/or us will not be acknowledged or returned. You agree and understand that we are not obligated to use any Submission you make to the CMS or us and you have no right to compel such use. You hereby acknowledge and agree that your relationship with us is not a confidential, fiduciary, or other special relationship, and that your decision to submit any material to us does not place us in a position that is any different from the position held by members of the general public with regard to your Submission. We also have the right to disclose your identity to any third party who claims that any content posted by you to the CMS is in breach of their intellectual property rights or their right to privacy. 

You understand and acknowledge that we have wide access to ideas, designs and other materials, and that new ideas are constantly being submitted to it or being developed by our own employees. Many may be competitive with, similar or identical to your Submission in structure, design, purpose, format or other respects. You acknowledge and agree that you will not be entitled to any compensation as a result of our use of any such similar or identical material. 

Finally, you acknowledge that, with respect to any claim you may have relating to or arising out of our actual or alleged exploitation or use of any material you submit to the CMS and/or us, the damage, if any, thereby caused will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief or to in any way enjoin the exploitation or other use of any of our platforms, products or services based on or allegedly based on the material, and your rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law. This paragraph does not affect any rights you may have under data privacy laws that protect your personal information or similar privacy laws, to the extent that such rights cannot be excluded.

USER INFORMATION

In the course of your use of the CMS, we may process certain personal data, including: 

  1. your first and last name, phone number, email address, employer company or other personal data within the meaning of applicable data privacy law; and
  2. information regarding your use of the CMS, including but not limited to information on the training courses you have taken on the CMS and any test results you achieved, 

(such information referred to hereinafter as "User Information"). Our information collection and use policies with respect to such User Information is set out in our Privacy and Cookies Policy. 


11. RESTRICTION, SUSPENSION AND TERMINATION

We may restrict, suspend or terminate your access to the CMS, in whole or in part (including the right to disable your username or password), and/or your ability to avail of any of the services on the CMS, including interactive services, with or without notice, for any reason or no reason at all, including but not limited to if we believe that you have breached these Terms at any time or if our agreement with the relevant Forevermark participant is terminated. Any such restriction, suspension or termination will be without prejudice to any rights which we may have against you in respect of your breach of these Terms. We will determine your compliance with these Terms in our sole discretion and our decision shall be final and binding and not subject to challenge or appeal.

On suspension or cancellation of your access to the CMS the Licence granted pursuant to paragraph 3 shall immediately terminate

Termination shall not affect or prejudice the accrued rights by us at the date of termination, or the continuation of any provision expressly stated to survive or implicitly surviving, including, but not limited to, this paragraph 13 and paragraphs 3 and 13.
 

12. MISCELLANEOUS

These Terms, including our Privacy and Cookies Policy, constitute the entire agreement between you and us in relation to its subject matter and supersedes any and all prior promises, representations, agreements, statements and understandings whatsoever between us. You acknowledge that in entering into these Terms, you have not relied upon any oral or written statements, collateral or other warranties, assurances, undertakings, misrepresentations or representations that were made by or on behalf of us in relation to the subject-matter of these Terms at any time before your acceptance of these Terms (together, “Pre-Contractual Statements”), other than those that are set out expressly in these Terms and our privacy policy. You hereby waive all rights and remedies which might otherwise be available to you in relation to such Pre-Contractual Statements (although nothing in this paragraph shall exclude or restrict the liability of you or us arising out of pre-contract fraudulent misrepresentation or fraudulent concealment). The failure by us to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be unenforceable or invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect. You may not assign your rights or obligations under these Terms to anyone. We may cede assign or otherwise transfer our rights and obligations in terms of these Terms to third parties.


13. LAW AND JURISDICTION

The English courts will have non-exclusive jurisdiction over any dispute or claim arising from, or related to, use of the CMS (including any non-contractual disputes or claims) although we retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 

14. CONTACT INFORMATION

20 Carlton House Terrace, London, SW1Y 5AN, UK. Email: Alison.o'driscoll@forevermark.com.

For grievance and compliance related questions please contact: Alison O'Driscoll at Alison.o'driscoll@forevermark.com.