TERMS AND CONDITIONS OF MEMBER ACCOUNTS
1.1. “Account” refers to the online account of a Member with Wesley created on this website (the “Website”).
1.2. “Listing” refers to a listing on the Website of any tier including a Basic Listing, Basic + Translation Listing, Silver Listing, Gold Listing and Platinum Listing.
1.3. “Member” refers to a user who has registered with Wesley and holds an Account on the Website.
1.4. “Payment Terms” refers to the terms of payment applicable to each Subscription as prescribed by Wesley in this Website or otherwise from time to time.
1.5. “Subscription” refers to a paid membership with Wesley including Basic + Translation membership, Silver membership, Gold membership and Platinum membership and excluding the Basic membership.
1.6. “Subscription Fees” refer to the annual fee payable for the corresponding tier of Subscription at the published rate prescribed by Wesley which may be updated from time to time.
1.7. “Terms and Conditions” refers to these terms and conditions effective immediately upon a Member’s creation of an Account.
1.8. “Visitor” refers to any user who browses the Website and includes both Members and users who are not Members.
2. Acceptance of Terms and Conditions
2.2. Wesley reserves all rights to revise, withdraw or make changes and corrections to these Terms and Conditions and/or Content (“Amendments”), in whole or in part, at any time, from time to time and without notice. Such Amendments shall be effective immediately upon publication of such Amendments on the Website. By continuing to use this Website, you shall be deemed to have read, understood, accepted and agreed to be bound by such Amendments and to periodically visit this page to determine the then current Terms and Conditions to which you are bound.
3. Wesley Connect Platform
The Wesley Connect platform on the Website provides internet leading directory services dedicated exclusively to the world of Japanese Business. The Website provides decision makers around the world access to, up-to-date and comprehensive information about Japanese companies and their products or services around the world. Wesley does not own, operate or control any of the companies in the Listings on the Website.
4. Access to your Account on the Website
4.2. You agree that the information you provide to Wesley at sign up and at all other times will be true, accurate, current, and complete and that you will keep this information accurate and up-to-date at all times. When you sign up, you will be asked to create a password. If you are provided with, an identification code, password or any other piece of information as part of our security procedures (“Login Details”), you must treat such information as confidential, and you must not disclose it to any third party. You are responsible for all activity and access to your Account using your Login Details, even if the access is by another person, whether with or without your knowledge and/or consent. We reserve the right to disable any identification code or password, whether chosen by you or allocated by us, at any time, if in our sole discretion you have failed to comply with any of the provisions of these Terms and Conditions.
4.3. If you create an Account on behalf of a company, entity or business, then you represent and warrant that you are an authorised representative of such organisation with the authority to bind it to these Terms and Conditions; and agree to be bound by these Terms and Conditions on its behalf.
4.4. By providing your information or creating an Account, you agree that Wesley may contact you by email, direct mail, telephone, fax or text messages at any of the addresses or phone numbers, as applicable, provided by you or on your behalf in connection with an Account, including for marketing purposes.
4.5. We will use reasonable efforts to ensure that your access to your Account on the Website is available at all times. However, we cannot guarantee that your Account on the Website or any individual function or feature of the Website will always be available and/or error free. In particular, access to your Account on the Website may be unavailable during periods when we are implementing upgrades to or carrying out essential maintenance on the Website.
4.6. You may delete your Account at any time by submitting the appropriate form in the User Dashboard. Wesley reserves the right to retain all information and personal data associated with your deleted Account in accordance with applicable laws.
4.7. Wesley reserves the right to restrict your access to the Website or part of it in accordance with the terms applicable to any tier. All Members must have their email addresses verified before they may access their Account and the associated features. Some features and functions may only be available to Members with an active Subscription to certain tiers. Your Account may be restricted if you do not make payment of all Subscription Fees payable. If we grant you permission to access a restricted area, we may withdraw that permission at any time (including where you breach any of these Terms and Conditions).
4.8. Wesley retains the sole and absolute discretion to suspend or terminate, with immediate effect upon giving you notice, any Visitor or Member’s use of the Website, Listings or other features, functions and services provided by Wesley and/or disable the password associated with your Account. Wesley may bar access to your Account for any reason whatsoever, including a breach of any of these Terms and Conditions or where if we believe that you have violated or acted inconsistently with any Terms and Conditions set out herein, or if in our discretion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the Website. If Wesley suspends your Account, you may not re-register for an Account or use the Website under any other user name, email, payment method or profile.
5.1.(a) All Accounts upon creation hold a free Basic Subscription with limited features. Wesley offers its Members different tiers of Subscriptions with corresponding Listing features and Member benefits as published on the Website in consideration for Subscription Fees payable by the Member. Wesley reserves the right to modify, terminate or otherwise amend our offered options, Listing features and Member benefits at any time at our full discretion which modification shall be effective immediately upon its publication on this Website.
5.1.(b) From time to time and for such time as we shall determine, we may permit Members and/or non-Members to access certain Listing features or Member benefits for a cost or at no cost. Wesley makes no commitment on the quantity, availability, type or exclusivity at which the Subscriptions, Content, features and benefits will be available under such promotions and may modify, discontinue, remove or suspend access at any time and for any reason in our sole discretion. Wesley may offer additional types of offers and promotions which will be subject to additional terms and conditions that Wesley may provide.
5.2. Members need to sign up for an Account and a Subscription to enjoy access to the features available to the corresponding tier of subscription. All Subscriptions are subject to the further Payment Terms, which is available to Members upon initiating a Subscription.
6.1. All Listings submitted by Members are subject to the sole and absolute discretion and approval of Wesley. Wesley reserves the right to modify the content of Listings before approving them for publication on the Website. Wesley makes no representations that it will publish or make available on the Website any Listings submitted. Wesley does not accept liability for errors in any Listing or its failure to appear on a specific date.
6.2. In submitting Listings, you affirm, represent, and warrant that:
(i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorise Wesley to use all patent, trademark, copyright, or other intellectual property rights (collectively “IPRs”) in and to your Listing to enable inclusion and use of your Listing in the manner contemplated by Wesley and these Terms and Conditions, and to grant the rights and license set forth above, and
(ii) your Listing, Wesley’s or any Wesley Licensee’s use of such Listing pursuant to these Terms and Conditions, and Wesley’s or any of Wesley Licensee’s exercise of the license rights set forth above, do not and will not:
(a) infringe, violate, or misappropriate any third-party right, including any IPRs, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
(b) contain any material that is illegal, threatening, obscene, racist, defamatory, libellous, hateful, pornographic, purposely false or otherwise injurious to third parties, promotes any illegal activity or harm to groups or individuals, or consists of or contain software or computer viruses, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice or false advertising;
(c) violate any applicable law or regulation or these Terms and Conditions or;
(d) exploits minors; or
(e) require obtaining a license from or paying fees or royalties to you or any third party for the exercise of any rights granted in these Terms and Conditions, including, by way of example and not limitation, the payment of any royalties to any copyright owners, including any royalties to any agency, collection society, or other entity that administers such rights on behalf of others.
6.3. You retain all your ownership rights in original aspects of your submitted Listing. By submitting Listings to Wesley, you hereby grant Wesley and its Affiliates, sublicensees, partners, and assignees and designers of the Site (collectively, the “Wesley Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your Listing and derivatives thereof in connection with the Website and Wesley’s (and its successors’) business, for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Website (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.
6.4. By making use of the ‘Claim Listing’ function, you warrant and represent to Wesley that you are the authorised representative of the company or business referred to in the Listing. You further consent that Wesley may associate the said Listing with your Account so that you or your company or business may be contactable by Wesley and Wesley may, at its complete discretion, set up a point of communication between your company and interested third parties.
7. Electronic Signatures
You acknowledge and agree that by clicking on buttons labelled “SUBMIT”, “SUBSCRIBE”, “START TRIAL”, “CONTINUE”, “GET STARTED”, “SIGN UP”, “I ACCEPT” or such similar links as may be designated by Wesley to accept these Terms and Conditions, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, you hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the site or services offered by Wesley.
8.1. You hereby agree to indemnify, hold harmless and defend Wesley and its Affiliates from any claims, damages, losses, liabilities, and all costs and expenses of defence, including but not limited to, legal fees, resulting directly or indirectly from a claim that arises in connection with your use of the Website and/or Content and/or your Account.
8.2. Notwithstanding the indemnification given by you, Wesley reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you under this Clause, and in such case, you agree to fully cooperate as reasonably required with such defence and in asserting any available defences.
9. Limitation of Liability
9.1. In no event shall Wesley and/or its Affiliates, be liable to you or any other person or entity for any direct, indirect, special, incidental, consequential or exemplary damages (including, but not limited to, damages for loss of profits, loss of data, loss of use, or costs of obtaining substitute goods or services) arising out of the use, inability to use, unauthorised access to or use or misuse of the Website and/or Content and/or Account, whether based upon warranty, contract, tort (including negligence), or otherwise, even if Wesley has been advised of the possibility of such damages or losses.
10. Website Content and Privacy
10.1. As a Member you are solely responsible for the accuracy of any Listing you post, and for all claims, losses, costs, expenses or damages whatsoever from any person arising (directly or indirectly) from the publication of any Listing.
10.2. The collection and use of any information collected from you, including but not limited to personal data, by Wesley will be subject to the Website Privacy Statement.
11. Jurisdictional Matters
11.1. Wesley endeavours to prepare the Website and/or Content in accordance with Singapore law. It does not warrant that the Website, and the Content will satisfy the laws of any jurisdiction other than Singapore, or that they/it are/is appropriate or available for use outside Singapore.
11.2. Your use of your Account constitutes your consent to having your Personal Data transferred to and processed in Singapore, and the jurisdiction of the company/business that you may be engaging, subject to the restrictions on such data applicable to Wesley.
Any failure of Wesley to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, you agree that the court shall endeavour to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of these Terms and Conditions remain in full force and effect.
The Members’ Terms including these Terms and Conditions are effective as long as you have an Account with us. We may, at any time and for any reason, terminate access to or use of the Website and/or Content and/or Account by any particular person or particular IP address. If we terminate your access to or use of the Website, Content or your Account you will not have the right to bring claims against us or our Affiliates with respect to such termination. We and our Affiliates shall not be liable for any termination of your access to the Website, Content and/or Account.
14. Rights of Third Parties
None of the terms herein shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act (Chapter 53B) or otherwise, by any person or entity who is not a party hereto.
15. Section Headings
The section headings in the Terms and Conditions are for convenience only and have no legal or contractual effect.
16. Entire Agreement
You hereby agree and acknowledge that the Members’ Terms and Visitors’ Terms constitute the entire agreement between you and Wesley in its own capacity and as agent for its Affiliates or any of them (where applicable) and shall govern the use of this Website and the Content.
17.1. In the event that the Content and these Terms and Conditions may be translated by Wesley into languages other than English, the language of the contract to be applied remains as the English language. All versions hereof in any other language shall be for accommodation only and shall not be binding upon Wesley.
17.2. In the event of any dispute related to or arising under these Terms and Conditions, all communications and notices shall be in the English language. If there is a discrepancy between any translation of these Terms and Conditions into a different language, and these Terms and Conditions, these Terms and Conditions (English version) shall prevail.
18. Governing Law
18.1. These Terms and Conditions and your relationship with Wesley hereunder shall be governed by and construed in accordance with the laws of Singapore, and you, in using or accessing this Website and the Content, hereby unconditionally agree to submit to the non-exclusive jurisdiction of the courts of Singapore.
18.2. In the event of any dispute arising out of or in connection with these Terms and Conditions including any question regarding its existence, validity or termination, the parties shall at first instance take reasonable efforts to settle and resolve such disputes in good faith and in an amicable manner by negotiation.
19. For Additional Information
If you have any questions about these Terms and Conditions, please contact us at: firstname.lastname@example.org