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Terms & Conditions
Terms and conditions for end-users
These are the terms and conditions upon which One2Surf.co.uk ("One2Surf") will grant you the right to register and operate as
a Buyer in respect of the One2Surf Marketplace. If you wish to register, you must accept these Terms and Conditions. You are
encouraged to read them and to take note in particular of One2surf's right in certain circumstances to terminate your
registration (Clause 5) below, and of the exclusions and limitations which relate to One2Surf's liability (Clauses 2.3, 2.7
and 4) below.
| 1. |
Definitions
In these Terms and Conditions, the following expressions
shall have the following meanings:-
"One2Surf Marketplace" the website whose URL is
http://www.One2Surf.co.uk or such other website as One2Surf may from time to time use for the One2Surf Service
"One2Surf's Server" any computer server equipment
operated from time to time by One2Surf in connection with the provision of the One2Surf Service
"One2Surf Service" an online facility whereby persons wishing to buy goods may give details of their
requirements, enabling Sellers to provide quotations in respect of those requirements
"Buyer" a person, authority, company or organisation registered as a Buyer by One2Surf
"Inappropriate Material" material that under the laws of any jurisdiction where the material can be accessed
is or may be any of the following:- unlawful, threatening, abusive, harmful, malicious, obscene, pornographic,
malicious, profane, libelous, defamatory, infringes any Intellectual Property Rights, constitutes or encourages a
criminal offence or contains a virus, worm, Trojan horse or other harmful code
"Intellectual Property Rights" copyrights, patents, registered and unregistered design rights, topography
rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets,
know- how, rights to confidence and other intellectual and industrial property rights in all parts of the world
"Material" text, graphics, images, sound, video or any combination thereof
"Netiquette" generally accepted standards of conduct relating to use of the Internet including, without
limitation, not sending unsolicited mass e-mail, not impersonating another person, and not representing oneself to
have authorisation from another person when one does not
"Relevant Legislation" such laws of England and Wales and your country as relate to data protection and any
laws of England and Wales and your country governing Inappropriate Material
"Seller" a person, authority, company or organisation registered as a Seller by One2Surf
|
| 2. |
Supply of the One2Surf services |
| 2.1 |
In consideration of your registering as a Buyer, but
subject to these terms and conditions, One2Surf agrees to grant you the right to avail yourself of the One2Surf
Service by operating as a Buyer in respect of the One2Surf Marketplace by posting information about your purchasing
requirements on the One2Surf Marketplace. This process shall be referred to in the One2Surf Marketplace as "request a
quote" or such other phrase or word as One2Surf may from time to time designate |
| 2.2 |
The information you post will (subject to these Terms and
Conditions) be made available to Sellers and brief details (without identifying you unless you wish to be identified in
this context) may be made available on the One2Surf Marketplace for publicity purposes |
| 2.3 |
The information that you post is your responsibility. It
is your responsibility to give as little or as much information as you consider appropriate, and to specify your preferred
method for Sellers to contact you |
| 2.4 |
Once you have received quotes or responses from Sellers,
it is your responsibility to conduct negotiations with them and you do so entirely at your own risk. One2Surf provides a
meeting place only, and One2Surf is not in any way responsible for the activities of Sellers nor for any representations
they may make nor for any failure on the part of Sellers to adhere to contracts, whether in terms of quality or quantity
of goods supplied, or time or place of delivery, or otherwise howsoever. It is for you to satisfy yourself as to the
suitability and bona fides of Sellers, and the suitability of the Sellers' product. One2Surf is not an agent for the
Sellers. This term 2.4 supersedes any warranties, representations or statements made, whether express or implied, written
or oral, made or given by One2surf in respect of any Sellers |
| 2.5 |
One2Surf agrees to publish all postings and keep postings
published for a maximum of 30 days except: |
| |
2.5.1 |
if you are posting for the first time, your posting will
not appear unless and until your e-mail address has been validated by One2Surf; |
| 2.5.2 |
if you are in breach of these terms and conditions; |
| 2.5.3 |
if you choose to unpublish (which you may do at any
stage); |
| 2.6 |
One2Surf may, at its entire discretion, at your request
assist you in finding Sellers through approaching specific Sellers in respect of your requirements, and asking them to
contact you. In so doing, One2Surf are not acting as agent for the Sellers, and One2surf are making no representations as
to the suitability or bona fides of the Sellers or of their products. Clause 2.4 applies to this service as it does to the
One2Surf Services |
| 3. |
Indemnity
You hereby agree fully to indemnify, keep indemnified and hold harmless One2Surf, its officers, employees, agents,
sub-contractors and affiliated companies from and against any and all costs, claims, losses, damages or liability and
expenses (including, but not limited to, legal fees) sustained or incurred by One2Surf or any of its officers, employees,
agents, sub-contractors or affiliated companies directly or indirectly and in any jurisdiction as a result of any breach
by you of any of your warranties contained in this Agreement |
| 4. |
Limitation of liability |
| 4.1 |
Nothing under these terms limits One2Surf's liability for
any fraudulent statement or for personal injury or death caused by One2Surf's negligence. |
| 4.2 |
The entire liability of One2Surf in respect of any tort,
misrepresentation, breach of duty (statutory or otherwise) or breach of these terms by One2Surf (and whether or not by
One2Surf's negligence) is excluded in its entirety to the fullest extent permitted by the law |
| 4.3 |
Without prejudice to the generality of the preceding
clause, in no event will One2Surf be liable to you for any indirect or consequential loss or damage whatever (without
limitation for example loss of business, loss of opportunity, loss of profits) |
| 5. |
Suspension and termination |
| 5.1 |
One2Surf shall retain the right at all
times to refuse to publish any posted Material and to suspend availability of the One2Surf Marketplace and/or to remove
any Material already appearing the One2Surf Marketplace which in the opinion of One2Surf: |
| |
5.1.1 |
constitutes or would if posted constitute Inappropriate
Material; |
| 5.1.2 |
breaches or would if posted breach Relevant Legislation or
any other applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory); |
| 5.1.3 |
harms or would if posted harm the reputation of One2Surf
in any way |
| |
One2Surf's rights to remove content under
this clause shall be without prejudice to your sole responsibility for the content of such material appearing on
One2Surf's Marketplace |
| 5.2 |
One2Surf may at any time terminate your right to be a
Buyer and cancel your registration by notice to you (which may be in writing, oral or electronic) having immediate
effect |
| 5.3 |
One2Surf's rights to suspend and terminate under this
clause are in addition to and without prejudice to all One2Surf's other rights and remedies |
| 6. |
General |
| 6.1 |
The terms constitute the entire agreement between the
parties hereto relating to the subject matter hereof and save in respect of fraudulent statements supersedes all prior
agreements, arrangements, understandings and representations (whether oral, written or otherwise) made by or between the
parties and each party acknowledges that it has not relied on any representation made by the other party unless such
representation is expressly included herein |
| 6.2 |
If any provision of these Terms and Conditions or part
thereof shall be void for whatever reason, the offending words shall be deemed deleted and the remaining provisions shall
continue in full force and effect |
| 6.3 |
Your rights and obligations under this Agreement are
personal to you and you undertake that you shall not nor purport to: assign, lease, charge, sub-license, or otherwise
transfer such rights and obligations in whole or in part |
| 6.4 |
One2Surf shall not be liable for any loss suffered by you
or be deemed to be in default for any delays or failures in performance hereunder resulting from acts or causes beyond
One2Surf's reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority
or if One2Surf's Server is not working |
| 6.5 |
Clause headings have been included in this Agreement for
convenience only and shall not be considered part of, or be used in interpreting, this Agreement |
| 6.6 |
This Agreement shall be governed by the laws of England
and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales |
| 6.7 |
One2Surf may change, delete from or add to the Terms and
Conditions by giving you 30 days notice in writing (including, but without limitation, electronic communication). By
continuing to use the One2Surf service after that period you will be deemed to have accepted the new terms and
conditions. |
| 7. |
Your warranties |
| 7.1 |
You will provide and post to the
One2Surf Marketplace only Material which is "server-ready" namely material which requires no additional manipulation on
the part of One2surf. One2Surf shall be under no obligation to validate such Material as not containing Inappropriate
Material or for content, correctness, legality or usability |
| 7.2 |
You acknowledge and accept that you bear sole
responsibility, legal and otherwise, for the content of all Material posted to the One2Surf Marketplace by you. For the
avoidance of doubt, this clause shall apply to all Material, whether posted on to the One2Surf Marketplace by or on behalf
of you, whether by you One2Surf or a third party |
| 7.3 |
You warrant, represent and undertake in relation to all
Material (including any Material which you request One2Surf or any third party to post the One2Surf Marketplace that: |
| |
7.3.1 |
it is not Inappropriate Material; |
| 7.3.2 |
you either have sole ownership of all Intellectual Property
Rights in such Material in each jurisdiction from which the One2Surf Marketplace may be accessed and/or have obtained full and
effective licence(s) from all relevant third parties allowing you or a third party acting on your behalf to use the Material and
to permit its dissemination world wide |
| 7.4 |
You undertake: |
| |
7.4.1 |
fully to virus-check all data posted to the One2Surf
Marketplace; |
| 7.4.2 |
to keep secure from third parties any passwords issued to
you by One2Surf in connection herewith; |
| 7.5 |
You represent, warrant and undertake that you
are not in business as a distributor or reseller of I.T. products |
| 7.6 |
You will observe Netiquette at all times |
Terms and conditions for I.T.Trade
These are the terms and conditions upon which One2Surf.co.uk Limited ("One2Surf") will grant you the right to register and
operate as a Seller in respect of the One2Surf Marketplace. If you wish to register, you must accept these Terms and Conditions. You
are encouraged to read them and to take note in particular of One2Surf's right in certain circumstances to suspend and terminate
your registration (Clause 5) below, and of the exclusions and limitations which relate to One2Surf's liability (Clauses 2.3 and 4)
below. If you wish to proceed to register, press the button marked "I have read and accept One2Surf's Terms and Conditions for
Sellers". If you do not wish to proceed any further with your registration, click on the button marked "Cancel"
| 1. |
Definitions
In these Terms and Conditions, the following expressions shall have the following meanings:-
"One2Surf Marketplace" the website whose URL is http://www.One2Surf.co.uk or such other website as One2Surf may from time
to time use for the One2Surf Service
"One2Surf's Server" any computer server equipment operated from time to time by One2Surf in connection with the provision of the One2Surf Service
"One2Surf Service" an online facility whereby persons wishing to buy goods may give details of their requirements, enabling Sellers to provide quotations in respect of those requirements
"Buyer" a person, authority, company or organisation registered as a Buyer by One2Surf
"Inappropriate Material" material that under the laws of any jurisdiction where the material can be accessed is or may be any of the following:- unlawful, threatening, abusive, harmful, malicious, obscene, pornographic, malicious, profane, libelous, defamatory, infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, Trojan horse or other harmful code
"Intellectual Property Rights" copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know- how, rights to confidence and other intellectual and industrial property rights in all parts of the world
"Material" text, graphics, images, sound, video or any combination thereof
"Netiquette" generally accepted standards of conduct relating to use of the Internet including, without limitation, not sending unsolicited mass e-mail, not impersonating another person, and not representing oneself to have authorisation from another person when one does not
"Relevant Legislation" such laws of England and Wales and your country as relate to data protection and any laws of England and Wales and your country governing Inappropriate Material
"Seller" a person, authority, company or organisation registered as a Seller by One2Surf
|
| 2. |
Registration, supply of the One2Surf service and
payment |
| 2.1 |
In order to register as a Seller, you must first apply
for registration as directed on the One2Surf Marketplace. On receipt of your application, we will send you a verification
e-mail, to which you must reply by e-mail to proceed to the next step in registration. If, having received your reply and having
made such enquiries as One2Surf in its absolute discretion considers to be appropriate, One2Surf considers you to be suitable
for registration, you will be registered as a Seller for a trial period of seven days, during which time you must provide the
further information requested from you by One2Surf ("the Full Subscription Information"). |
| 2.2 |
Conditional on and subject to your having provided the
Full Subscription Information and One2Surf's being (in its complete discretion) satisfied that your registration should continue,
One2Surf agrees to grant you the right, subject to these terms and conditions, to avail yourself of the One2Surf Service by
operating as a Seller in respect of the One2Surf Marketplace by accessing information relating to their purchasing requirements
placed on the One2Surf Marketplace by Buyers. |
| 2.3 |
If you respond to Buyers you will do so only as
specified by Buyers |
| 2.4 |
It is your responsibility to conduct negotiations with
Buyers and you do so entirely at your own risk. One2Surf provides a meeting place only, and One2Surf is not in any way
responsible for the activities of Buyers nor for any representations they may make nor for any failure on the part of Buyers
to adhere to contracts. It is for you to satisfy yourself as to the suitability and bona fides of Buyers. One2Surf is not an
agent for the Buyers. This term 2.4 supersedes any warranties, representations or statements made, whether express or implied,
written or oral, made or given by One2Surf.co.uk in respect of any Buyers |
| 2.5 |
One2Surf may, at its entire discretion, at Buyers'
request assist Buyers in finding Sellers through approaching specific Sellers in respect of your requirements. In so doing,
One2Surf are not acting as agent for the Buyers, and One2Surf are making no representations as to the suitability or bona
fides of the Buyers. Clause 2.4 applies to this service as it does to the One2Surf Service |
| 2.6 |
You may from time to time subject to these terms and
conditions and as permitted by One2Surf post on the One2Surf Marketplace details of products that you wish to sell. In so doing
you will not hold yourself out as being in any way connected with One2Surf nor will you include any material which states or
gives the impression that One2Surf approves of or endorses your business or your wares. |
| 2.7 |
You will pay the current registration fee for your
chosen period of registration (3 months or 12 months) as notified to you by e-mail by One2Surf within 7 days of applying for
registration, either by credit card, cheque or bank transfer, time of the essence. If you wish to renew or extend your period
of registration, you will pay One2Surf the current renewal or extension fees as notified to you by One2Surf, such fees to be
paid within 7 days of demand by One2Surf, time of the essence. You will also pay One2Surf VAT on any fees |
| 3. |
Operating as a buyer |
| 3.1 |
For as long as you are registered as a Seller, but
subject to these terms and conditions, One2Surf agrees to grant you the right to avail yourself of the One2Surf Service by
operating as a Buyer in respect of the One2Surf Marketplace by posting information about your purchasing requirements on the
One2Surf Marketplace. This process shall be referred to in the One2Surf Marketplace as "request a quote" or such other phrase or
word as One2Surf may from time to time designate |
| 3.2 |
The information you post will (subject to these Terms
and Conditions) be made available to other Sellers and brief details (without identifying you unless you wish to be identified
in this context) may be made available on the One2Surf Marketplace for publicity purposes |
| 3.3 |
The information that you post is your responsibility. It
is your responsibility to give as little or as much information as you consider appropriate, and to specify your preferred
method for other Sellers to contact you |
| 3.4 |
Once you have received quotes or responses from other
Sellers, it is your responsibility to conduct negotiations with them and you do so entirely at your own risk. One2Surf provides
a meeting place only, and One2Surf is not in any way responsible for the activities of other Sellers nor for any representations
they may make nor for any failure on the part of other Sellers to adhere to contracts, whether in terms of quality or quantity
of goods supplied, or time or place of delivery, or otherwise howsoever. It is for you to satisfy yourself as to the suitability
and bona fides of other Sellers, and the suitability of other Sellers' product. One2Surf is not an agent for other Sellers. This
term 3.4 supersedes any warranties, representations or statements made, whether express or implied, written or oral, made or
given by One2Surf.co.uk in respect of any Sellers |
| 3.5 |
One2Surf warrants and represents in respect of Sellers
only that it has, before allowing a Seller to be registered, carried out a UK company search in respect of the Seller, and has
satisfied itself that the Seller is, at the time it is registered, a company incorporated in the UK |
| 3.6 |
One2Surf agrees to publish all postings and keep
postings published for a maximum of 30 days except: |
| |
3.6.1 |
if you are posting for the first time, your posting
will not appear unless and until your e-mail address has been validated by One2Surf; |
| |
3.6.2 |
if you are in breach of these terms and
conditions; |
| |
3.6.3 |
if you choose to unpublish (which you may do at any
stage); |
| 3.7 |
One2Surf may, at its entire discretion, at your request
assist you in finding other Sellers through approaching specific Sellers in respect of your requirements, and asking them to
contact you. In so doing, One2Surf are not acting as agent for the Sellers, and One2Surf are making no representations as to
the suitability or bona fides of the Sellers or of their products. Clause 3.4 applies to this service as it does to the
One2Surf Service. |
| 4. |
Limitation of liability |
| 4.1 |
Nothing under these terms limits One2Surf's liability
for any fraudulent statement or for personal injury or death caused by One2Surf's negligence |
| 4.2 |
The entire liability of One2Surf in respect of any
tort, misrepresentation, breach of duty (statutory or otherwise) or breach of these terms by One2Surf (and whether or not by
One2Surf's negligence) is excluded in its entirety to the fullest extent permitted by the law |
| 4.3 |
Without prejudice to the generality of the preceding
clause, in no event will One2Surf be liable to you for any indirect or consequential loss or damage whatever (without
limitation for example loss of business, loss of opportunity, loss of profits) |
| 5. |
Suspension and termination |
| 5.1 |
One2Surf shall retain the right at all times to refuse
to publish any posted Material and to suspend availability of the One2Surf Marketplace and/or to remove any Material already
appearing the One2Surf Marketplace which in the opinion of One2Surf: |
| |
5.1.1 |
constitutes or would if posted constitute
Inappropriate Material; |
| |
5.1.2 |
breaches or would if posted breach Relevant
Legislation or any other applicable regulations, standards or codes of practice (notwithstanding that compliance may not be
compulsory); and/or |
| |
5.1.3 |
harms or would if posted harm the reputation of
One2surf in any way |
| |
One2Surf's rights to remove content under this clause
shall be without prejudice to your sole responsibility for the content of such material appearing on One2Surf's
Marketplace |
| 5.2 |
One2Surf may suspend or terminate your right to be a
Seller and cancel your registration without payment to you by notice to you (which may be in writing, oral or electronic)
having immediate effect if: |
| |
5.2.1 |
you are in breach of any of your obligations under
this Agreement; |
| |
5.2.2 |
you are a company and a resolution is passed for your
winding up or a petition for your liquidation is presented; or |
| |
5.2.3 |
you are an individual and a petition for bankruptcy
is presented against you; or |
| |
5.2.4 |
a receiver or liquidator (where you are a company) or
(where you are an individual) a trustee in bankruptcy is appointed over you or any of your assets; or |
| |
5.2.5 |
you propose or enter into any arrangement or
composition with or for your creditors (including any voluntary arrangement); or |
| |
5.2.6 |
you have not paid any sum to One2Surf when it is
due |
| |
5.2.7 |
you have not supplied the Full Registration
Information required under clause 2.2 within the trial period of 7 days mentioned in clause 2.1 |
| |
5.2.8 |
your period of registration has expired, without
your having paid the appropriate renewal fee |
| 5.3 |
Without prejudice to One2Surf's right to terminate
without compensation under clause 5.2 One2Surf may at any time terminate your right to be a Seller and cancel your
registration by notice to you (which may be in writing, oral or electronic) having immediate effect at any time, subject only
to paying you a pro-rata rebate of your registration fee |
| 5.4 |
One2Surf's rights to terminate under this clause are in
addition to and without prejudice to all One2Surf's other rights and remedies |
| 6. |
General |
| 6.1 |
These Terms and Conditions constitute the entire
agreement between the parties hereto relating to the subject matter hereof and save in respect of fraudulent statements
supersedes all prior agreements, arrangements, understandings and representations (whether oral, written or otherwise) made by
or between the parties and each party acknowledges that it has not relied on any representation made by the other party unless
such representation is expressly included herein |
| 6.2 |
If any provision of these Terms and Conditions or part
thereof shall be void for whatever reason, the offending words shall be deemed deleted and the remaining provisions shall
continue in full force and effect |
| 6.3 |
Your rights and obligations under this Agreement are
personal to you and you undertake that you shall not nor purport to: assign, lease, charge, sub-license, or otherwise transfer
such rights and obligations in whole or in part |
| 6.4 |
One2Surf shall not be liable for any loss suffered by
you or be deemed to be in default for any delays or failures in performance hereunder resulting from acts or causes beyond
One2Surf's reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority or
if One2Surf's Server is not working |
| 6.5 |
Clause headings have been included in this Agreement for
convenience only and shall not be considered part of, or be used in interpreting, this Agreement |
| 6.6 |
This Agreement shall be governed by the laws of England
and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales |
| 6.7 |
One2Surf may change, delete from or add to the Terms and
Conditions by giving you 30 days notice in writing (including, but without limitation, electronic communication). By
continuing to use the One2Surf service after that period you will be deemed to have accepted the new terms and conditions,
except that One2Surf may not increase your fee for the current subscribed period. |
| 7. |
Your warranties |
| 7.1 |
You will keep confidential all information you access
from the One2Surf Marketplace and from Buyers and will not pass any such information to third parties |
| 7.2 |
You will provide and post to the One2Surf Marketplace
only Material which is server-ready namely material which requires no additional manipulation on the part of One2surf.
One2Surf shall be under no obligation to validate such Material as not containing Inappropriate Material or for content,
correctness, legality or usability |
| 7.3 |
You acknowledge and accept that you bear sole
responsibility, legal and otherwise, for the content of all Material posted to the One2Surf Marketplace by you. For the
avoidance of doubt, this clause shall apply to all Material, whether posted on to the One2Surf Marketplace by or on behalf of
you, whether by you One2Surf or a third party |
| 7.4 |
You warrant, represent and undertake in relation to all
Material (including any Material which you request One2Surf or any third party to post the One2Surf Marketplace
that: |
| |
7.4.1 |
it is not Inappropriate Material; |
| |
7.4.2 |
you either have sole ownership of all Intellectual
Property Rights in such Material in each jurisdiction from which the One2Surf Marketplace may be accessed and/or have obtained
full and effective licence(s) from all relevant third parties allowing you or a third party acting on your behalf to use the
Material and to permit its dissemination world wide |
| 7.5 |
You undertake: |
| |
7.5.1 |
fully to virus-check all data posted to the One2Surf
Marketplace; |
| |
7.5.2 |
to keep secure from third parties any passwords
issued to you by One2Surf in connection herewith; |
| 7.6 |
You will observe Relevant Legislation and Netiquette at
all times |
| 7.7 |
Without prejudice to the foregoing warranties, you will
not reproduce for commercial purposes any information accessed by you from the One2Surf Marketplace. You will not resell or
exploit any names, addresses or other data obtained by you |
| 8. |
Indemnity
You hereby agree fully to indemnify, keep indemnified and hold harmless One2Surf, its officers, employees, agents, sub-
contractors and affiliated companies from and against any and all costs, claims, losses, damages or liability and expenses
(including, but not limited to, legal fees) sustained or incurred by One2Surf or any of its officers, employees, agents,
sub- contractors or affiliated companies directly or indirectly and in any jurisdiction as a result of any breach by you of
any of your warranties contained in this Agreement |
|
