Last updated July 2009
This is the official website of Mears Ash.
This free access website(s) is intended to provide free information about us, our
services, contact information, latest news and work for a number of our clients.
apply to any and all use of the Site and to any Contract for the provision of our
services. By accessing and using the Site in any way, including submitting Content,
you are agreeing to be bound by and comply with these Terms and any amendments to
We reserve the right at any time and without notice to amend or alter these Terms
and all content on this Site. We will post the amended Terms on the Site. As any
changes will be binding on you from when you first access the Site with the amended
Terms, you should review them from time to time to make sure you are aware of any
In these terms and conditions, the following terms shall have the following meanings:
- “Content means all images, files, data or other material uploaded by you
in the FTP Area.
- “Contract” means a contract between us and you for the provision of our services.
- “Final Cost” means the amount payable by you to us under a Contract as stated
on our invoice and in accordance with our Terms of Business.
- “FTP Area” means the File Transfer Protocol part of the Site which is accessed
via use of a Login.
- “IPR” means all patents, trade marks, service marks, copyright, design right,
database rights, know-how, processes, trade practices and other intellectual property
rights whatsoever, whether registered or unregistered anywhere in the world.
- “Login” means the personal username and password which will be provided to
you upon written request to us (which may be amended from time to time as enabled
via the Site) allowing you to access and use of the Service and any associated benefits.
- “Site” means the Mears Ash website at www.mearsash.co.uk; www.mearsash.com
and any of the sub-domains thereof.
- “Service” means the service accessed via the Login in the FTP section of
the Site where you can upload Content and download files.
- “Third Party Works” means any and all works that we supply to you in the
course of providing the Services that are created by a third party including artwork
- “Use” means the uses and purposes to which the Works or Third Party Works
may be put as specified by us or a third party in accordance with the terms of a
Contract or our Terms of Business or a licence with a third party.
- “we”, “our”, “us”, “Mears Ash” means Mears Ash Limited, company
number 03369943 with its principal place of business at 28 Ashington Road, London
SW6 3QJ, 020 7736 6408.
- “Works” means any and all works of any kind that we create in the course
of providing the Services including designs, graphics, advertising copy, reports,
brochures, website front end and back end.
- “you”, “your”, “yourself” means the person, company or other
body using the Site.
- The term “including” wherever referred to in these Terms means including
3 Access to Service
3.1 Access to the Service is available to those users of the Site who are our Clients
or third party suppliers. If you are a Client or a third party supplier and wish
to access the Service, you should send us a written request by email to email@example.com.
3.2 We will provide you with a Login via email within a reasonable time of receiving
your written request.
3.3 You agree to access the Service by use of the Login only and that in particular
you shall not create any link to any part of the Site except the homepage and shall
not violate or bypass any measures employed or designed to restrict access to any
part of the Site, including the FTP Area.
3.4 You agree to keep the Login confidential at all times, shall take reasonable
steps to prevent others from obtaining your Login and shall inform us if at any
point you consider that your Login has been disclosed and/or is being misused by
someone else. You agree to take such action as is requested by us to prevent such
misuse and disclosure.
3.5 You are responsible for all activities conducted using your Login, including
the use of the FTP Area and any Content submitted using your Login, until the time
that you notify us of unauthorised use of your Login.
3.6 Any files accessed via the Service (including any files containing Works or
Third Party Works) are to be used strictly in accordance with the terms of a licence
granted by us or a third party as set out in a Contract between us and/or our Terms
of Business or an agreement between you and a third party. You should refer to our
Terms of Business here for more information on how you can use the files.
3.7 We will be entitled to suspend or terminate your Login and access to the Service
at our discretion including if your Login is being used, or we reasonably believe
it is being used:
- 3.7.1 by any unauthorised person, or
- 3.7.2 for any unauthorised purpose or in a way which we consider breaches these
3.8 Should we cease to provide our Services to you, or if you are a third party
supplier and cease to provide your services to us, we will be entitled to terminate
your Login immediately.
4 General Use of the Site
4.1 You warrant and undertake that you shall not, and shall not permit others to:
- 4.1.1 modify, translate, create derivative copies of or copy any aspect of the Site
including the html code, cgi scripts, images, and other graphic content.
- 4.1.2 transmit or post any material to the Site that is libellous, obscene, threatening,
abusive or hateful.
- 4.1.3 reverse engineer, decompile, disassemble or otherwise tamper with any material
on the Site.
- 4.1.4 distribute, sub-license, assign, share, timeshare, sell, rent, lease, grant
a security interest in or otherwise transfer any of your rights to use the Site.
- 4.1.5 direct or distribute unsolicited email (SPAM) to, from or via the Site.
- 4.1.6 interfere or attempt to interfere with the operation of the Site or its component
parts including the Service in any way whatsoever including overloading, flooding,
mailing, bombing, crashing or hacking all or part of the Site(s)’s content or deleting
or changing any of the Site(s)’s content.
- 4.1.7 use the Site for any unlawful purpose; or
- 4.1.8 use the Site in any manner not expressly authorised or envisioned by us or
in a way which may bring us into disrepute.
4.2 Any breach of these warranties will entitle us at our discretion to cancel,
invalidate or suspend your Login without notice.
5. Use of Green Gauge Section
5.1 The Site includes the facility to find out the environmental impact of the Works
by entering a unique reference number. This facility and any associated software
and html code, is provided and used with the permission of Four Corners Media Limited.
5.2 The Green Gauge section may refer to the term Responsible Print. Responsible
Print® is a registered trademark of Four Corners Media Limited and is used by Mears
Ash with permission.
5.3 You accept that the information relating to the environmental impact of the
Works has not been created by us but by Four Corners Media Limited, and any IPR
subsisting in the environmental information/report relating to your Works are therefore
owned by them. You are allowed to use the Responsible Print trade mark and the environmental
information about the Works on your own website with the permission of Four Corners
Media Limited. We will not be liable or responsible for the accuracy of such information
or any use made of it by you. You use the information at your own risk.
5.4 The entering of the unique reference number will not reveal personal data connected
with you. For further information about how we may collect personal data from you
6 Intellectual Property Rights
6.1 All IPR in the Site including all trade marks and copyright in the graphics,
images, logos, data and html code, files and all material, content, information
or benefits relating to the same, are owned by Mears Ash or licenced to Mears Ash
by a third party. Nothing in these Terms shall confer any ownership of any IPR in
the same on you. You may only use the contents of the Site in accordance with these
6.2 Copying, reproduction, distribution, adaptation or modification of all or any
part of the Site is strictly prohibited without the prior written permission of
Mears Ash Limited or in accordance with the Copyright Designs and Patents Act 1988.
6.3 Permission is granted to electronically copy and to print in hard copy portions
of the Site for the sole purpose of researching or contacting Mears Ash.
6.4 Whether you are able to access files in the FTP Area will depend on the terms
of the Contract between us. The files that we provide in the FTP Area may contain
Works and Third Party Works. All IPR in such Works or Third Party Works are owned
by Mears Ash or a third party. You are entitled to use the files, Works and Third
Party Works only for the agreed Use and in accordance with the Contract, our Terms
of Business and any licences from third parties. Our Terms of Business are accessible
7 Submission of Content
7.1 Where you submit any Content to the Site, you are by submission granting Mears
Ash Limited a perpetual, royalty free, non-exclusive, license to use, reproduce,
modify, adapt, publish, create derivative works or otherwise use the Content for
any purpose that Mears Ash wishes, including for the purpose of incorporating the
Content into the Works and our marketing and promotional purposes. If you do not
wish to grant such rights to Mears Ash, it is suggested that you do not submit your
Content to the Site. You warrant that you have the right to enter into this licence
and that the Content does not infringe the IPR of any third party.
7.2 You agree to indemnify and keep indemnified Mears Ash against any and all costs,
fees, loss or damage caused to or claim brought against Mears Ash arising out of
your submission of the Content or any use of the Content by Mears Ash.
8.1 The Site is designed to be a business to business website and is not intended
for the use of individual consumers or children. We may collect and store personal
identifiable information about the persons or companies who visit the Site.
8.2 This information may include, but is not limited to, details such as your name,
address, telephone number, fax number, CV, URL, domain name, I.P. address, company
name, job title or email address. We may use this information to contact you or
your company about our services from time to time.
8.3 We may also collect and store information about you to improve the Site and
improve user interaction based on the information collected.
8.4 We will not trade, sell, rent or pass on any information about the users of
the Site to any third parties for marketing purposes without your express consent.
8.5 Transmission of data and information via the Site is not a secure or encrypted
transmission method for sending your personal data, unless otherwise indicated on
8.6 You may ask us to delete any information about you or your company and cease
any further contact with you at anytime by contacting us by phone, letter or email.
relating to your privacy and the collection and use of your personal data by us.
In the event of any conflict between the provisions of this clause and our Privacy
9 Links to External Websites
9.1 Any links to other websites from this Site are provided to you only as a convenience.
Your linking to and use of any off-site pages or other sites is entirely at your
own risk. Such websites are not under our control and we are not responsible for
their contents. The inclusions of any links on the Site does not imply our endorsement
of the site, the organisation operating such site, or any of its products or services.
10 Limitation of Liability
10.1 This Site is offered AS IS and without any warranties of any kind whether express
or implied. To the maximum extent permitted by law, we disclaim all warranties,
express or implied, including but not limited to implied warranties of merchantability
and fitness for a particular purpose.
10.2 We use reasonable efforts to ensure the accuracy, correctness and reliability
of the content of the Site, but we make no representations or warranties as to the
accuracy, correctness or reliability of any content. You use this Site and any of
its contents entirely at your own risk. We accept no liability for any errors or
omissions on the Site.
10.3 You acknowledge that the following provision reflects a fair allocation of
risk. These Terms set out our entire liability to you and all other liability of
us to you is hereby excluded, subject that nothing shall exclude or restrict our
liability for fraudulent misrepresentation and/or for death or personal injury (including
but not limited to sickness and death) to the extent that such injury results from
our negligence or wilful default, or that of our servants, agents or subcontractors.
10.4 You agree that our total liability shall not exceed (death or personal injury
excepted) the Final Cost paid by you to us pursuant to that Contract, including
where such liability arises out of our negligence.
10.5 In no event shall we be liable to you whether in contract, tort, by statute
or otherwise in respect of any loss of profits and/or for any special, indirect,
incidental or consequential loss or damage arising out of or in connection with
the Site, including without limitation: loss of revenue, loss of anticipated savings,
loss of business and/or goods, loss of goodwill, loss of use, loss and/or corruption
of data and/or other information or benefits. For the avoidance of doubt, neither
the types of loss and/or damage specified above nor any similar types of loss and/or
damage shall constitute direct loss for the purposes of this Agreement.
11.1 You will fully indemnify and keep us indemnified against all losses and damages
(including loss of profits, special, indirect, incidental or consequential loss
or damage, loss of goodwill and any reasonable legal costs or sums paid in settlement
of any claim or proceedings brought against us by a third party) arising due to
any breach of these Terms (including a breach of the warranties in Clause 4) by
you and also in the event of any claim or legal proceedings brought or threatened
against us by a third party as a result of your actions.
12 Restriction of the Internet
You acknowledge that:
- 12.1 we have no control over the Internet which is a global decentralised network
of computer systems. Accordingly, access to the Site shall not be error free or
uninterrupted and may be variable; and
- 12.2 information, benefits and other material accessible over the Internet, including
via the Site may contain computer viruses, worms, Trojan horses, cancelbots, or
other harmful and destructive components. We are not liable and will not be liable
for any direct, indirect, incidental or other loss or damages which result or may
result from your access to or use of the Internet. We strongly recommend that you
maintain sufficient and updated anti-virus benefits on any hardware used to access
the Site and/or access material on the Site.
Every effort is made to ensure the continuity of the Site, but some occasional technical
downtime beyond our control may occur. Such downtime may prevent you from accessing
the Service on the Site for the duration of the down time. We shall not be liable
if your access to the Service via the Site is delayed or prevented by any cause
beyond our control including, for the avoidance of doubt, hosting server downtime.
You may cancel your Login at any time prior to first use of your Login and confirmation
of your acceptance of these Terms, by notice in writing to us (which may be by email)
providing your name, address and company name.
We may terminate any Contract, including any licence granted thereunder and invalidate
your Login at any time upon notice in writing (which may be by email) to you:
- 15.1 in the event of any breach by you of the provisions of these Terms, any Contract
between us or our Terms of Business including the failure to pay any amounts owing
to us when they become due or;
- 15.2 in the event that you become insolvent, bankrupt or otherwise unable to pay
your debts within the meaning of the Insolvency Act or any other replacement legislation.
Any notice required or permitted under these Terms shall be in writing (which may
be by email) and shall be deemed to have been properly given:
- 16.1 48 hours after being posted by first class mail (by airmail if sent internationally)
with postage prepaid to the address for us set out in these Terms and for you as
set out in your written request for a Login or otherwise notified to us for the
- 16.2 at close of business (17:00 hours local time) on the day of effective transmission
if sent by email to the email address provided by you.
17.1 No provision of the Terms shall be enforceable under the Contracts (Rights
of Third Parties) Act 1999 by a person who is not party to it.
17.2 We may assign our rights or obligations under these Terms at anytime. You may
not assign your rights or obligations under these Terms and conditions without our
prior written consent.
17.3 We shall not be liable for failure to meet our obligations under these Terms
if we are prevented from or delayed in doing so due to circumstances beyond our
reasonable control including, without limitation, acts of God, governmental actions,
war or national emergency, acts of terrorism, protests, riot, civil commotion, fire,
explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints
or delays affecting carriers or inability or delay in obtaining supplies of adequate
or suitable materials.
18 Governing Law
18.1 The access and use of the Service is intended for persons in England and Wales
only. We do not represent or warrant that the Service complies with the regulatory
regime of any other country. If you access the Service from other locations outside
England and Wales you do so entirely at your own risk and you are responsible for
compliance with local laws.
18.2 These Terms shall be interpreted in accordance with and governed by the law
of England and Wales and the parties shall submit to the exclusive jurisdiction
of the English courts.