Appointment

PROCESS AGENT LIMITED

GENERAL TERMS AND CONDITIONS

1.  Definitions

1.1  In these General Terms and Conditions (the “Terms and Conditions“):

(a)  capitalised words have the meanings set out below. If not defined below, capitalised words have the meaning given to them in the Appointment Letter;

(b)  unless expressly stated to the contrary in these Terms and Conditions, references to “days”, “months” and “years” are to calendar days, months and years;

(c)  the following terms shall have the following meaning:

“Agreement” means each legal agreement set out in the schedule to the Appointment Letter;

“Appointer“, “you” or “your” means the person who is party to one or more Agreements;

“Appointer’s Agent” means the person who acts as agent, legal adviser or otherwise on behalf of the Appointer for purposes of the Appointment;

“Appointment Documents” means the Appointment Letter and these Terms and Conditions including any schedules or appendices thereto;

“Appointment” means the appointment of PAL under the Appointment Documents as the Appointer’s Process Agent;

“Appointment Letter” means the letter (including any schedule thereto) issued by PAL confirming it will act as Process Agent for the Appointer in respect of the Agreement(s);

“Authorised Person” means each person nominated as such by the Instructing Party in the Instruction Form or identified by you to us in writing from time to time;

“Business Day” means a day which is not a Saturday or a Sunday and on which banks are open for business in London;

“Cookie Policy” means the terms and conditions set out in PAL’s Cookie Policy;

“Expiry Date” means the expiry date set out next to each Agreement in the Appointment Letter;

“Fee” means, in respect of the Appointment, each fee set out in the Schedule to these Terms and Conditions as at the time of issuance of the Appointment Letter or as otherwise agreed in writing between you and us or between your agents or advisers and us;

“Instructing Party” means the Appointer or the Appointer’s Agent;

“Instruction Documents” means the Instruction Form and, following the issuance of the Appointment Letter, any written instruction received by us from your Authorised Person(s);

“Instruction Form” means the form completed by the Instructing Party (either online or otherwise) in order to request the Services;

“Master Agreement” means any standardised form of master agreement produced by the International Derivatives and Swaps Association or other industry association or body including, but not limited to, ISDA Master Agreements, Master Repurchase Agreement, Global Master Repurchase Agreements, Master Securities Loan Agreements, Master Securities Forward Transaction Agreements, EFET Master Agreements and Grid Trade Association Master Agreements;

“Open Ended Master Agreement Appointment” means an Appointment in respect of any Master Agreement where such Appointment does not have a fixed term;

“PAL“, “we“, “our“ or “us” means Process Agent Limited, a limited liability company registered in England and Wales with registered number 10710790 and registered office at Kemp House, 152-160 City Road, London EC1V 2NX, United Kingdom;

“Person” means any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

“Personal Data” means, in relation to each user of the Site (as defined in the Use of Website Terms and Conditions), any information that directly or indirectly or in connection with other information (including any personal identification number) allows for the identification or identifiability of a natural person;

“Privacy Policy” means the terms and conditions set out in PAL’s Privacy Policy;

“Proceedings” means any claim brought by a party to an Agreement against the Appointer(s) and issued out of any court or tribunal in England and Wales or in relation to any arbitration in England and Wales;

“Process Agent” means an agent for Service of Process;

“Process Agent Documents” means each of the Appointment Documents, the Use of Website Terms and Conditions, the Privacy Policy, the Cookie Policy and any document related thereto;

“Pounds Sterling” or “£” or “GBP” means the lawful currency of the United Kingdom from time to time;

“Sanctions” means any sanctions imposed by any agency or regulatory authority of the United Nations, the United States of America, the United Kingdom and/or the European Union (or any member state thereof);

“Service Contact Party” means the person specified as such by the Instructing Party in the Instruction Form whom we will contact in the event we accept Service of Process on the Appointer’s behalf;

“Service of Process” means service of Proceedings upon the Appointer in respect of an Agreement;

“Services” means the service provided by PAL when acting as the Appointer’s Process Agent in respect of one or more Agreement(s); and

“Use of Website Terms and Conditions” means the terms and conditions set out in PAL’s Use of Website’s Terms and Conditions.

1.2  In the event of any conflict between these Terms and Conditions and the Appointment Letter, the Appointment Letter shall prevail.

1.3  In the event of any conflict between these Terms and Conditions, the Use of Website’s Terms and Conditions, the Privacy Policy and/or the Cookie Policy, these Terms and Conditions shall prevail.

2.  Authority and Instructions

2.1  In connection with each Appointment, you agree that we are entitled to act on behalf of the Appointer upon instructions given or purported to be given by it or any person authorised on its behalf without further enquiry as to the genuineness, authority or identity of the person giving or purporting to give such instructions.

2.2  We will only act as the Appointer’s Process Agent and, notwithstanding anything to the contrary in any Agreement, we will not act in any other capacity nor role.  For the avoidance of doubt, we shall not be bound by or be deemed to have accepted any term or condition any Agreement unless we have given our prior written consent;

2.3  In relation to any instruction given (or purported to be given) to us in the Instruction Form, we shall not accept nor act upon any instruction received by us from anyone other than the Instructing Party.

2.4  In relation to any instruction given (or purported to be given) to us after the Appointment, we shall not accept nor act upon any instruction received by us from anyone other than an Authorised Person.

2.5  We reserve the right to refuse to act upon any instruction (a) which is or which we consider to be (in our discretion) unreasonable and/or (b) which is or which we have reasonable grounds to believe is fraudulent or unlawful. If we refuse to act upon any instruction, we will notify you as soon as reasonably practicable of our refusal.

3.  Service of Process

3.1  As soon as reasonably practicable after Service of Process, we will notify the Service Contact Party by e-mail of the relevant Proceedings. Such notice will include an electronic copy of the Claim Form and Particulars of Claim (or equivalent documents) but will exclude any appendices or attachments thereto and any other documents served on you as at the date of the Claim Form and Particulars of Claim and thereafter (the “Notice of Proceedings”).

3.2  We will then ask for the Service Contact Party’s instructions in respect of delivery of the original documents referred to in the Notice of Proceedings to you and/or your legal advisers.

3.3  In the event that (a) we are unable to contact the Service Contact Party using the contact details provided to us in the Instruction Documents, or (b) we receive no acknowledgement nor response from the Service Contact Party following our attempt to contact such party using the contact details provided to us in the Instruction Documents, we shall use reasonable endeavours to contact the Service Contact Party using any other contact details of the Service Contact Party we may be aware of but expressly exclude any liability or responsibility for failure to contact the Service Contract Party by means other than those set out in the Instruction Documents. In the event of paragraph (a) or (b) above, our attempt to contact the Service Contact Party using the contact details provided to us in the Instruction Documents shall discharge us fully from all our obligations under the Appointment.

3.4  Our sending of the Notice of Proceedings and dispatching of the original Claim Form and/or Particulars of Claim served on us according to the Service Contact Party’s instructions will discharge us fully from all our obligations under the Appointment.  Once the Notice of Proceedings and the original documents referred to in the Notice of Proceedings are dispatched to you (a) we shall have no obligation nor responsibility to ensure actual receipt of the documents by you or any of your agents or legal advisers; and (b) we shall have no further obligation nor responsibility to you in respect of the Service of Process of documents in relation to the original Proceedings which are in addition to the documents referred to in the Notice of Proceedings.

3.5  In the event we send you a Notice of Proceedings, you agree to pay all administrative fees incurred by us in connection with the receipt and dispatch of any hard copy documents in respect of the Proceedings including (but not limited to) notarial fees, costs of postage, duties and courier costs.

4.  Termination

4.1  Our Appointment in respect of each Agreement shall cease on the Expiry Date unless you and we have agreed an extension. Any such extension shall be agreed in writing and evidenced by the issue by us of an invoice specifying the extension period and additional Fees.

4.2  We shall be entitled to terminate the Appointment and all our obligations under the Appointment Documents with immediate effect by notifying you if:

(a)  you fail to pay the full amount of any invoice for any Appointment within thirty (30) days of its issuance by us;

(b)  you fail to comply with any of the terms of the Appointment Documents or breach any representation made by you under the Appointment Documents;

(c)  you breach any provisions of clause 7 (Information) and/or clause 8 (Representations) of these Terms and Conditions; and/or

(d)  you breach any provision of clauses 4 (Copyright and Licence), 5 (Site Visitors and Users’ Conduct)  and/or 6 (Rules About You Linking to Our Site) of the PAL’s Use of Website’s Terms and Conditions.

4.3 We shall be entitled to terminate with immediate effect and without notice the Appointment together with our outstanding obligations under the Appointment Document if it becomes or it is likely to become illegal for us to continue to provide the Services to you or you (or any agency, government or state that exercises control over you) are or become subject to Sanctions or the country in which you are incorporated or established is or becomes subject to Sanctions.

4.4  You may terminate the Appointment and your obligations under the Appointment Documents at your discretion and without cause by giving us not less than two (2) months’ prior written notice.   

4.5  We may terminate the Appointment and our responsibilities under the Appointment Documents at our discretion and without cause by giving you not less than two (2) months’ prior written notice. 

4.6  If:

(a) we terminate the Appointment under clause 4.2, clause 4.3 and/or clause 4.5 above; or 

(b) you terminate the Appointment under clause 4.4 above,

you shall not be entitled to any refund of any amount already paid in respect of each terminated Appointment. 

4.7  Termination or expiry of the Appointment will, in all cases be subject to clause 12 (Survival) below.

5.  Payments

5.1  In consideration of our agreement to be appointed as your Process Agent pursuant to the Appointment Letter, you agree to pay our Fees within thirty (30) days following the date of issuance of our invoice.

5.2  All payments of our Fees to be made under the Appointment Documents shall be:

(a)  paid in the currency of the invoice and in immediately available, freely transferable cleared funds and, unless payment has been made by credit or debit card, to such account(s) with such bank(s) as we notify to you;

(b)  made without any deduction or withholding for or on account of tax (a “Tax Deduction“) unless a Tax Deduction is required by law. If a Tax Deduction is required by law to be made, the amount of the payment due shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required; and

(c)  exclusive of any value added tax or similar charge (“VAT“). If VAT is chargeable, you shall also and at the same time as payment of our fees, pay to us of an amount equal to the amount of the VAT.

6.  Limitation of Liability and Indemnity

6.1  You agree that we shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to you for or in connection with any Appointment except for any cost, expense, loss or liability incurred by you that is in each case finally judicially determined to have resulted directly from our gross negligence or wilful misconduct, in which case our total liability shall be limited to an amount which is no more than five (5) times the Fees paid by you for such Appointment.

6.2  Notwithstanding clause 6.1 above (a) we shall not be responsible nor have any liability to you or anyone else for consequential losses, damages, loss of profits or indirect losses or damages; nor (b) we shall not be responsible nor have any liability to you or anyone else for ensuring that the Service Contact Party and/or any Authorised Person is/are aware of their respective nomination pursuant to the Instruction Documents.

6.3  You agree that you shall, within five (5) Business Days of a demand by us, indemnify us and hold us harmless (and our officers, directors, employees, shareholders and agents) from and against any and all losses, liabilities, damages, claims, demands, expenses and costs (including, without limitation, all reasonable administrative and legal costs, penalties, interests, VAT and any other tax) incurred, suffered by or awarded against us in connection with or arising from our Services in relation to the Appointment (including, without limitation, acting or refusing to act upon any instruction (given to us by the Instructing Party or an Authorised Person) which is or which we consider to be (in our discretion) unreasonable and/or which is or which we have reasonable grounds to believe is fraudulent or unlawful).  For the avoidance of doubt, this indemnity shall cover, without limitation, any error in any instruction given to us by the Instructing Party or an Authorised Person in the Instruction Documents.

6.4  If our Appointment terminates pursuant to clause 4.2 or clause 4.3 above, we may take such action as we deem appropriate including, without limitation, (a) terminating our Services, (b) starting proceedings against you for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from a breach on an indemnity basis and (c) disclosure of such information to law enforcement authorities as we deem necessary or as required by applicable laws and regulations.

6.5  In the event of an early termination of an Appointment pursuant to clause 4.2 or clause 4.3 above, you agree that you shall, within five (5) Business Days of a demand by us, indemnify and hold us harmless (and our officers, directors, employees, shareholders and agents) from and against any and all losses, liabilities, damages, claims, demands, expenses and costs (including but not limited to any reasonable administrative and legal costs, penalties, interests, VAT and any other tax) incurred, suffered by or awarded against us (and our officers, directors, employees, shareholders and agents) directly or indirectly resulting from or relating to any matter in relation to or arising from any breach and/or termination of these Terms and Conditions on your part or your failure to comply with any applicable laws and regulations in connection with our Appointment.

7.  Information

7.1  For each Appointment, the Instructing Party acknowledges, agrees and confirms that:

(a)  the Appointment Documents, each instruction given to us and the obligations created under each of them are binding upon the Appointer and, in respect of this clause 7 (Information) and clause 8 (Representations) below, the Appointer’s Agent;

(b)  each of the Agreements is governed under English law and that we will only act as your Process Agent in respect of Agreements that are governed under English law;

(c)  any information which you provide in the Instruction Documents or thereafter from time to time is complete, accurate and not misleading;

(d)  to the extent permitted by law, no other duty or obligation on our part will apply to, or be implied into, the relationship between you and us;

(e)  it will promptly notify us (quoting the reference number specified in the Appointment Letter) of any change to any of Authorised Persons or to the Service Contact Party information in the schedule to the Appointment Letter. Any change to this information will only take effect once we have confirmed such change in writing;

(f)  it will promptly notify us (quoting the reference number specified in the Appointment Letter) of any change in or amendment to any of the Agreements which purports to modify the duration of such Agreement(s), the Appointer’s legal entities which are party(ies) to the Agreement(s), the terms and conditions relating to the appointment of PAL as Process Agent  and/or any other material change which, in the Instructing Party’s reasonable opinion, is likely to affect PAL’s Services;

(g)  we may ask you to provide us with certain information to enable us to comply with all Sanctions and applicable money laundering laws and regulations. You agree to provide us promptly with all information requested by us and to confirm that such information is complete, accurate and not misleading; and

(h)  to the extent the Service Contact Party and/or any Authorised Person is/are not the same person as the Instructing Party, the Instructing Party agrees to make the Service Contact Party and/or such Authorised Person(s) aware (i) that they have been nominated as Service Contact Party and/or Authorised Person(s) (as relevant) pursuant to the Appointment and (ii) of the terms and conditions set out in the Appointment Documents.

7.2  If you are an Appointer’s Agent, you acknowledge and agree that we do not owe you any duty in respect of the Appointment and that our obligations in respect of the Appointment are only owed to the Appointer.

8.  Representations

8.1  For each Appointment, the Appointer and (if applicable) the Appointer’s Agent each represents and warrants to us on the date of the Appointment Letter and, in respect of sub-clauses 8.1(a) to 8.1(d) below, on each date on which we are given an instruction in relation to the Appointment that:

(a)  the Appointer is a party to the Agreement(s);

(b)  it has full capacity and authority to accept and be bound by the relevant terms and obligations set out in the Appointment Documents;

(c)  each Authorised Person has been and remains duly authorised by the Appointer;

(d)  it is not subject to Sanctions, or owned or controlled by an agency of or entity that is the subject of Sanctions, nor is the country in which it is incorporated or established subject to Sanctions; and

(e)  there is (i) no event of default or potential event of default that has occurred and is continuing in relation to any Agreement, (ii) no ongoing dispute between the Appointer and any other party to the Agreement(s), and/or (iii) as far as the Appointer is aware, no litigation is ongoing or contemplated against the Appointer in connection with any Agreement.

8.2  If, as at the date of the Appointment, there is a breach of the representation made to us in sub-clause 8.1(e), such breach shall be automatically waived by us provided that (a) the existence or occurrence of any of the events listed in clause 8.1(e) has been disclosed to us in writing prior to the time of such Appointment and (b) we have confirmed in writing our agreement to act as your Process Agent in relation to such Appointment.

9.  Confidentiality

9.1  We acknowledge and agree that each Agreement is confidential and, subject to clause 9.2 below, we shall not disclose any Agreement (including its existence or contents) to any other person without your prior consent except to (if a different person from you) the Service Contact Party, the Appointer’s Agent, Authorised Person(s) and any other person you specifically notify us in writing should be made aware of our Appointment in relation to the Agreement(s).

9.2  We shall be permitted to disclose the existence of the Appointment and the existence and contents of the Agreement(s):

(a)  as required by law or by any applicable governmental or other regulatory authority or in order to perform our legal and regulatory obligations under the Appointment Documents;

(b)  for the purposes of performing our Services in relation to an Appointment, to our employees or professional advisers who have been made aware of and agree to be bound by the obligations under this clause 9 or who are in any event subject to confidentiality obligations as a matter of law and/or professional practice;

(c)  to any intending assignee of the rights and interests of PAL under the Appointment Documents or to a person intending to acquire an interest in PAL provided that such intending assignee or acquirer agrees to treat the existence of the Appointment and the Agreements as confidential; or

(d)  to any bank or other financial institution to the extent required for the financing of PAL’s business activities provided that such bank or financial institution agrees to treat the existence of the Appointment and the Agreements as confidential.

9.3  We shall be permitted to disclose and share your Personal Data with selected third parties, including (without limitation):

(a)  in the event that we sell or buy or contemplate the sale or purchase of any business or assets, in which case we may disclose your Personal Data to one or more prospective seller or buyer of such business or assets, provided that such third party(ies) agree to be bound by obligations of confidentiality in respect of such Personal Data;

(b)  if PAL or substantially all of its assets are acquired by a third party, in which case Personal Data held by us about our customers and users of our Site will be one of the transferred assets; and

(c)  if we are under a duty to disclose or share your Personal Data in order to comply with any legal and/or regulatory obligation (including, without limitation, the UK Money Laundering Regulations 2007), or in order to enforce or apply any of our Process Agent Documents and/or any other agreements between you and us, or to protect the rights, property or safety of PAL, our customers or others.  This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.

10.  Notices

10.1  Our address for service of notices or other communications is our registered office at Kemp House, 152-160 City Road, London EC1V 2NX, United Kingdom and our email address is info@processagentlimited.com. In the event any of these addresses changes, we agree to give you not less than two (2) weeks’ prior written notice of such change.

10.2  Any notice between you and us shall be given in writing (including electronically but excluding the use of fax) using the contact details provided in the Instruction Documents or PAL’s contact details as set out in clause 10.1 above, as applicable.

10.3  A written notice shall be deemed to have been received:

(a)  if delivered by hand, on the Business Day of delivery or on the first Business Day after the date of delivery if delivered on a day which is not a Business Day;

(b)  if sent by first class post, on the second business day after the day of posting or if sent from one country to another, on the fifth Business Day after the day of posting;

(c)  if sent by email and a valid email delivery report confirming good receipt is generated, on the day of transmission if sent before 1800 hours GMT on a Business Day or otherwise on the first following Business Day after transmission.

11.  Entire Agreement, No Waiver, Amendments, etc

11.1  The Appointment Documents constitute the entire agreement between us in relation to the Appointment and supersede any previous agreement, whether express or implied, regarding the Appointment. In particular, nothing in any Agreement shall be taken to override any of the terms set out in the Appointment Documents and we shall not be deemed to have notice of any provision of any of the Agreements.

11.2  Nothing in any Appointment Documents shall require us to provide any service referred to in the Money Laundering Regulations 2007, and specifically we do not provide any of the services set out in Section 3.10 of those regulations.

11.3  No failure to exercise, nor any delay by us in exercising any right or remedy under the Appointment Documents will operate as a waiver of any such right or remedy or constitute an election to affirm the Appointment Documents. No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy under the Appointment Documents.

11.4  The terms of the Appointment Documents and your obligations under these may only be amended or modified with our prior written consent.

11.5  No person other than PAL and the Appointer shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any terms under the Appointment Documents.

11.6  PAL may assign any of its rights and/or transfer any of its obligations to any person in respect of any Appointment upon notice to you but without your prior consent provided that the assignee is demonstrably capable of fulfilling PAL’s obligations under the Appointment(s).

12.  Survival

Clauses 4 (Termination), 5 (Payments), 6 (Limitation of Liability and Indemnity), 9 (Confidentiality) and 14 (Governing Law and Jurisdiction) inclusive shall survive and continue after any termination under clause 4 (Termination) above.

13.  Additional Conditions for Open Ended Master Agreement Appointments

Notwithstanding the foregoing, the following conditions shall apply to each Open Ended Master Agreement Appointment:

13.1  the Appointer shall, following a written request by PAL, inform PAL promptly whether any Agreement set out in the schedule to the Appointment Letter has expired or been terminated early;

13.2  if the Appointer does not provide the information requested by PAL under clause 13.1 above in a timely manner then the Appointer agrees that PAL may request the same information from the relevant Master Agreement counterparty and the Appointer hereby consents to the counterparty disclosing such information to PAL;

13.3  PAL’s right to request information under clauses 13.1 and 13.2 above may be exercised on an annual basis; and

13.4  upon a written request from PAL, the Appointer shall promptly disclose whether any Agreement connected with an Open Ended Master Agreement Appointment has been executed as a deed. If the Appointer fails to respond to PAL’s written request, PAL shall have the right to deem that none of the Agreements connected with an Open Ended Master Agreement Appointment have been executed as a deed.

14.  Governing Law and Jurisdiction

You agree that:

14.1  the Process Agent Documents and any non-contractual obligations arising out of or in connection with the Process Agent Documents are governed by English law;

14.2  the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with the Process Agent Documents including a dispute relating to any non-contractual obligation arising out of or in connection with the Process Agent Documents; and

14.3  the courts of England are the most appropriate and convenient courts to settle any such dispute.

Please note that we have a separate fee structure for Appointments in respect of Open Ended Master Agreements. Please contact us so we can discuss your requirements.

The cost for each additional year after 10 years is £75. The maximum duration of appointment we can accept is 25 years.

Fee Information:

In this Fee Schedule, “Transaction” means the main transaction in respect of which there are one or more Agreements to be signed. For example, in a project finance Transaction or a real estate finance Transaction, there may be a loan agreement and an intercreditor agreement.  For a trading structured Transaction, there may be an ISDA master agreement and a parent company guarantee.

Discount for Additional Appointers

We offer a fifty per cent (50%) discount for each additional Appointer PROVIDED THAT:

1. the Appointment is in respect of the same Transaction as the main Appointer;
2. the additional Appointer(s) share the same Service Contact Party (i.e. the person we will contact in the event we are served) and the same Authorised Person(s) (i.e. the person(s) who is/are authorised to give us instructions after we are appointed) as the main Appointer; and
3. our invoice for providing the Services is for the same person as the main Appointer or, if payment is to be made by credit or debit card, the payment will be made by the same person who will pay for the main Appointer.

Example 1:

if, in respect of a Transaction, Company X is the main Appointer and has signed a Loan Agreement and an Intercreditor Agreement, the cost for a three (3) year appointment will be £350. If certain of Company X’s subsidiaries, Company Y and Company Z, are also parties to the Intercreditor Agreement they can both be added as additional Appointers for the same three (3) year Appointment for a cost of £250 giving a total cost of £600.

Example 2:

if, in respect of a Transaction, Company X is the main Appointer and has signed a Loan Agreement, a Debenture Agreement and a Subordination Agreement, the cost for a seven (7) year appointment will be £650. If certain of Company X’s subsidiaries, Company A, Company B and Company C, are also parties to the Debenture Agreement and the Subordination Agreement they can each be added as additional Appointers for the same seven (7) year appointment for a cost of £325 each giving a total cost of £1,625.

Amendments to the Appointment Letter

If, after an Appointment, you need to amend the Appointment Letter’s details and require us to issue a new letter confirming our Appointment, there will be an additional charge of fifty pounds (£50).

Hard copies of the Appointment Letter

Hard copies of the Appointment Letter cost five pounds (£5) each.

PROCESS AGENT LIMITED

USE OF WEBSITE TERMS AND CONDITIONS

PLEASE READ THESE USE OF WEBSITE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

www.processagentlimited.com is a site (the “Site”) operated by Process Agent Limited (“PAL“, “we“, “our“ or “us“). We are a limited liability company registered in England and Wales with registered number 10710790 and have our registered office at Kemp House, 152-160 City Road, London EC1V 2NX, United Kingdom.

IMPORTANT LEGAL NOTICE

By using our Site you accept these terms and conditions (the “Use of Website Terms and Conditions”) and you agree to comply with them regardless of whether or not you require any of our services. If you do not agree to all or part of these Use of Website Terms and Conditions, you must not use our Site.

These Use of Website Terms and Conditions apply to the Site, all its Contents, the API and to any correspondence by email between you and us via the Site.

1.  DEFINITIONS

1.1  “API” means a software-based application program interface developed and owned by Process Agent Limited, enabling your electronic systems to interface with our electronic systems so that you may access our Site and use our Services.

1.2  “Contents” means any and all data (including without limitation prices and rates), product description, text, information, software, charts, images forming part of the Site and the API.

1.3  “Virus” means any unwanted program such as (without limitation) computer viruses, computer worms, Trojan horses, keylogger or screenlogger software, spyware, adware and any other malicious or unwanted software, code or mechanism.

1.4  “you” or “your” means the person who is using our Site.

1.5  Defined terms used but not defined in these Use of Website Terms and Conditions shall have the meaning ascribed to them in our Privacy Policy, our Cookie Policy and/or our General Terms and Conditions (as applicable).

2.  OTHER TERMS AND CONDITIONS THAT APPLY TO YOU

These Use of Website Terms and Conditions refer to the following additional terms and conditions, which also apply to your use of our Site and services:

2.1  Our Privacy Policy and our Cookie Policy, which set out the terms on which we process and use any Personal Data we collect from you, or that you provide to us and also information about the Cookies used on the Site. You should read our Privacy Policy and our Cookie Policy, as these contain important information.

2.2  Our General Terms and Conditions, which set out the terms pursuant to which we will provide Process Agent services to you. You must read and understand our General Terms and Conditions as these apply between you and us when you purchase any services from us and you must agree to and comply with our General Terms and Conditions before we provide any such services to you.

2.3  In the event of any conflict or inconsistencies between the terms of these Use of Website Terms and Conditions, our Privacy Policy, our Cookie Policy and/or our General Terms and Conditions, our General Terms and Conditions shall prevail.

3.  SITE ACCESS

When you access our Site and/or use our online Appointment process, you agree to the following rights of PAL and to the following conditions of use of the Site:

3.1  You may access our Site via the internet using a web browser, without registering your details with us but you will need to fill in the Appointment Form if you decide to appoint us as Process Agent.

3.2  All costs related to your electronic access to and communication via, the Site and/or the API will be borne by you.

3.3  By accessing any part of the Site, you shall be deemed to have accepted these Use of Website Terms and Conditions in full;

3.4  We may amend the Important Legal Notice above at any time by updating this Site page. We recommend that you check the Site frequently to review the then current Important Legal Notice as such notice is binding on you.

3.5  We do not guarantee that our Site or API (or the Contents thereof) will always be available or be uninterrupted.

3.6  We may suspend, withdraw or restrict the availability of all or any part of our Site and/or the API for any reason and at any time without prior notice to you.

3.7  You are responsible for ensuring that all persons who access our Site through your internet connection are aware of these Use of Website Terms and Conditions and that they comply with them.

3.8  The use of the Site and the API is at your own risk and you assume full responsibility and risk of loss resulting from your use of or your access to the Site and the API.

3.9  If we consider that a breach by you of these Use of Website Terms and Conditions has occurred, we may take such action as we deem appropriate (including, without limitation, terminating our Appointment, starting proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach, disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by applicable laws and regulations and you agree that you shall, within five (5) Business Days of a demand, indemnify and hold us harmless (and our officers, directors, employees, shareholders and agents) from and against any and all losses, liabilities, damages, claims, demands, expenses and costs (including but not limited to any legal fees, interests, penalties, VAT or any other tax) suffered by us (and our officers, directors, employees and agents) directly or indirectly resulting from or relating to any claim (including but not limited to any third party claim) in respect of any matter in relation to or arising from your use of the Site, any breach of these Use of Website Terms and Conditions on your part, your failure to comply with any applicable laws and regulations in connection with your use of the Site and/or any negligence, willful default or fraud on your part in connection with your use of the Site.

4.  COPYRIGHT AND LICENCE

4.1  The Contents and more generally any and all parts of the Site and the API are protected by intellectual property rights under applicable laws and regulations (including, without limitation, international legislation). All such rights are reserved.

4.2  We are the owner or the licensee of all intellectual property rights in relation to our Site and the API and of all the Contents.

4.3  You may print one (1) copy and/or download extracts of any page(s) from our Site for your personal use and you may draw the attention of others within your organisation to the Contents. If you do print, copy and/or download any Contents, you shall only do so on the following basis: (a) you shall not modify the paper or digital copies of any Contents you have printed, copied or downloaded in any way from our Site; (b) you must not use any illustrations, photographs, video or audio sequences or any graphics on our Site without our prior consent; and (c) our copyright and any trade mark notices of PAL must appear any copy you make.

4.4  Any use of copies of or extracts from the Site other than in accordance with clause 4.3 above is prohibited.

4.5  PAL’s status (and that of any identified contributors) as the author of the Contents must always be acknowledged.

4.6  You must not use any part of the Contents for commercial purposes without first obtaining a licence to do so from us and/or our licensors;

4.7  No part of the Site may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written consent.

4.8  If you print, copy or download any part of our site in breach of these Use of Website Terms and Conditions you must, at our option, return or destroy all copies of the materials and/or data you have made or taken.

4.9  Any rights not expressly granted to you in these Use of Website Terms and Conditions are reserved.

5.  SITE VISITORS AND USERS’ CONDUCT

5.1  You may only use the Site for lawful purposes and you are prohibited from using the Site and posting, uploading and/or transmitting to or from the Site any material or data (a) in any way that is threatening, defamatory, offensive, abusive, discriminatory, controversial, in breach of confidentiality or privacy or which infringes any intellectual property rights or other rights of any person; (b) for which you have not obtained all necessary licences, approvals and/or consents; (c) which in any way breaches any applicable local, national or international law or regulation and/or constitutes or encourages conduct that would be considered a criminal offence or give rise to any civil liability; (d) which does or may in any way infringe the rights of any third party, wherever in the world; (e) which is technically harmful (including, without limitation, any Virus); and (f) which in any way is fraudulent, or has any unlawful or fraudulent purpose or effect.

5.2  You will not in any way misuse the Site including (without limitation) by hacking.

5.3  You will not in any way interrupt or impair or attempt to interrupt or impair the operation of the Site or the API.

5.4  We have the right to disclose your identity to any third party who is claiming that any material or data posted or uploaded by you to our Site constitutes a violation of their intellectual property rights, or of their right to privacy.

5.5  We will fully cooperate with any law enforcement, regulatory authorities and/or court order requesting or directing us to disclose the identity or locate anyone posting material and/or data on our Site in breach of the terms of these Use of Website Terms and Conditions and/or of any applicable local, national or international law or regulation.

5.6  You are solely responsible for ensuring that all data and information which is sent or uploaded on our Site comply with all applicable local, national and international laws and regulations.

5.7  You also agree:

(a)  not to reproduce, duplicate, copy or re-sell any part of our Site or API, any equipment or network on which our Site is stored and any software used in the provision of our Site and API; and

(b)  not to access without authority, interfere with, damage or disrupt (i) any part of our Site or API, nor (ii) any equipment or network on which our Site is stored and any software used in the provision of our Site and API.

5.8 If you access or use (or attempt to access or use) the Site or the API for any purpose other than its intended purpose (including, without limitation, by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Site and/or the API), you may be subject to civil and/or criminal liability.

5.9  Failure to comply with the conditions of acceptable use described in this clause 5 constitutes a material breach of these Use of Website Terms and Conditions and also of our General Terms and Conditions.

5.10  We exclude all liability for any action we may take in response to breaches of any of the provisions in this clause 5.

6.  RULES ABOUT YOU LINKING TO OUR SITE

6.1  You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. If you wish to link to or make any use of the Contents, please contact us and also only do so subject to the following conditions:

(a)  you must not establish a link to our Site in such a way as to suggest or imply any form of association, approval or endorsement on our part where none exists;

(b)  you must not misrepresent your relationship with us nor present any false information about us;

(c)  you must not establish a link to our Site in any website that is not owned by you;

(d)  your website must not contain any content that is threatening, defamatory, offensive, abusive, discriminatory, controversial, in breach of confidentiality or privacy or which infringes any intellectual property rights or other rights of any person;

(e)  your website must comply with all applicable local, national and international laws and regulations;

(f)  you must not create a link to any part of our Site other than the home page;

(g)  our Site must not be replicated within on any other site and you must not create a frame (or any other browser or border environment) around our Site; and

(h)  you must not remove, distort or otherwise alter the size or appearance of our logo.

6.2  We reserve the right to withdraw any linking permission we may have given you at any time, without notice and without cause.

7.  RULES ABOUT US LINKING TO OUR SITE

We may provide links on our Site to third party websites. When we do so, the following conditions shall apply:

7.1  such links to third party websites are provided solely for your convenience;

7.2  if you use such link(s), you leave our Site and you agree and acknowledge that we do not control nor are we responsible for any of these third party website(s); and

7.3  we do not endorse nor make any representation about any third party website, nor any material found in these.  If you access any third party website linked to our Site, you agree and acknowledge that you do so at your own risk.

8.  OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU WHEN USING THE SITE

8.1  We (including our officers, directors, employees, shareholders and agents) and any other party (including, without limitation, any party involves in creating, producing and/or maintaining the Site) will not be liable to you or any other party on whose behalf you are using the Site and/or the API for any loss, damage, cost, claim or expense of any kind whatsoever incurred or suffered by you or any other party on whose behalf you are using the Site (whether arising directly or indirectly out of negligence, breach of contract, misrepresentation or otherwise) even if foreseeable, as a result of or in connection with:

(a)  the use of, or inability to use, our Site or the API;

(b)  the use of or reliance on any Contents;

(c)  any error or omission from the Site or the API;

(d)  any instruction you submit (acting for your own account or  on behalf  of a third party) via the Site;

(e)  any rejection or non-execution on our part of any instruction submitted by you (acting for your own account or on  behalf of a third party) via the Site;

(f)  any input error by you (acting for your own account or on  behalf  of a third party) on the Site;

(g)  any delay, error, interruption, suspension, failure, omission, inaccuracy or deletion in the transmission of information (including, without limitation, your instruction to us) to and from the Site or API across a public network (including the internet);

(h)  any Virus that may infect your computer equipment, software, data or any other property; or

(i)  any partial or total failure, breakdown, malfunction of any telecommunication or transmission facility, computer service, processing system, hardware, software or energy supply.

8.2  We (including our officers, directors, employees, shareholders and agents) and any other party (including, without limitation, any party involves in creating, producing and/or maintaining the Site) will not be liable to you or any other party on whose behalf you are using the Site and/or the API for any:

(a)  loss of profits, sales, business, revenue or income;

(b)  loss of or damage to data;

(c)  business interruption;

(d)  loss of anticipated savings;

(e)  loss of business opportunity, goodwill or reputation;

(f)  loss of contracts; or

(g)  direct, indirect, special or consequential loss or damage.

8.3  We do not exclude nor limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our gross negligence or the gross negligence of officers, directors or employees for fraud or fraudulent misrepresentation.

8.4  Neither we nor our officers, directors, employees, shareholders or agents shall be liable nor shall have any responsibility of any kind for any loss or damage of any kind whatsoever incurred or suffered by you (or any other party on whose behalf you are using the Site and/or the API) for the failure, interruption or delay in the performance of our obligations pursuant to these Use of Website Terms and Conditions by reason of any cause beyond our reasonable control, including (without limitation) any act of God, war, terrorism, riot, insurrection, natural disaster, pandemic, flood, strike, fire, court order, act (or omission) of any government, regulator or supranational body.

8.5  Different limitations and exclusions of liability will apply to any liability arising as a result of us acting as Process Agent for you, which are set out in our General Terms and Conditions.

9.  DISCLAIMER

9.1  Whilst we endeavour to ensure the Contents contain information that is updated regularly and that is correct, we make no representation, warranty nor guarantee (whether express or implied) that the Contents are correct, accurate, complete or up-to-date.

9.2  We provide you with access to and use of the Site on the basis that we, to the maximum extent permitted by applicable laws and regulations, exclude all implied conditions, warranties, representations or other terms that may apply to our Site or any Contents (which includes, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for this legal notice, may have effect in relation to the Site).

9.3  you acknowledge for yourself and on behalf of any other party on whose behalf you are using the Site and/or the API that:

(a)  the Contents are provided “as is”, without any conditions, warranties of any other terms of any kind;

(b)  the Contents are not intended to amount to advice on which you should rely and that you must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Contents;

(c)  the Contents may be out-of-date and we make no commitment to update the Contents; and

(d)  any services we provide to you via the Site and the API (including the submission of any instruction to us) involves transmission of data through the internet and that such transmission is subject to inherent risks (including, without limitation, Viruses, unauthorised programmes being transmitted by third parties, electronic trespassing, the failure of information or data to reach its intended destination or the erroneous receipt or misdirection of information or data) and may involve transmission through facilities operated by third parties.

10.  WE MAY MAKE CHANGE TO THESE USE OF WEBSITE TERMS AND CONDITIONS, THE SITE, ITS CONTENTS AND/OR THE API

10.1  We reserve the right to amend these Use of Website Terms and Conditions from time to time. Every time you wish to use our Site, please check these Use of Website Terms and Conditions to ensure you understand the terms and conditions that apply to you at that time. 

10.2  We may make changes to the Contents, the API and/or to the Services and prices described on the Site any time and without prior notice to you.  Each such change will take effect once it has been posted on the Site and you will be deemed to have accepted any such change by your continuing use of the Site from such time as that at which the relevant change became effective.

11.  SEVERANCE

If any provision of these Use of Website Terms and Conditions is found by a court or regulator to be invalid or unenforceable, all other provisions of these terms and conditions shall continue to apply.

12.  GOVERNING LAW AND JURISDICTION

You agree that:

12.1  the terms set out in these Use of Website Terms and Conditions and any non-contractual obligations arising out of or in connection with such terms are governed by English law; and

12.2  the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with these Use of Website Terms and Conditions including a dispute relating to any non-contractual obligation arising out of or in connection with such terms.

12.3  the courts of England are the most appropriate and convenient courts to settle any such dispute.