Use of Website Terms and Conditions

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.