Transport Exchange Group Ltd
TERMS & CONDITIONS – JANUARY 2017
By using or visiting our Sites, you indicate that you accept these Terms (and any additional terms and EULA which expressly apply to services and information provided by third parties which are displayed on our Sites) and that you agree to abide by them and any of our policies which are incorporated by reference.
IMPORTANT NOTICE: Our Website applications and mobile applications enable users to connect with other users for the purpose of contracting with one another, but users make such connections and/or enter into such contracts at their own risk. Where you use our Site(s) to engage, or to be engaged by, another user for the provision of services, you and the other user will enter into a contract directly with each other for the provision and receipt of such services. TRANSPORT EXCHANGE GROUP LTD is not a party to that contract, and users will be separately responsible and liable to one another under the terms of that contract. You may expressly discharge TRANSPORT EXCHANGE GROUP LTD for any and all liability that may arise from your use of such connections or any third party websites or services.
Certain areas of our Sites are available only to registered users. These Terms apply at all times to all users. If you do not agree to these Terms, please refrain from using our Sites.
- Information about us
- 1. Our Sites are operated by TRANSPORT EXCHANGE GROUP LTD (“We”).
- 2. For the purposes of these Terms, TRANSPORT EXCHANGE GROUP LTD shall include all subsidiary, holding group or associated/affiliated companies to it.
- Accessing our Sites
- 1. Access to our Sites is permitted in accordance with these Terms on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Sites without notice (see below). We will not be liable if for any reason our Sites are unavailable at any time or for any period.
- 2. From time to time, we may restrict access to some parts of some or all of our Sites, or an entire Site, to some or all users, whether or not they have registered with us.
- 3. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Term You agree that you shall not use identification codes or passwords of another person without permission.
- 4. You must comply with the provisions of our acceptable use policy at https://transportexchangegroup.com/acceptable-usage-policy/
- 5. You are responsible for making all arrangements necessary for you to have access to our Sites. You are also responsible for ensuring that all persons who access our Sites through your internet connection are aware of these Terms, and that they comply with them.
- You must notify us immediately of any breach of security or unauthorized use of your account or information. We will not be liable for your losses caused by any such unauthorized use. You may be liable to us for our losses or those of others due to unauthorized use.
- Subscription Fees
- 1. In consideration of us providing you with access to our Sites in accordance with clause 13 of these Terms, you shall pay the Subscription Fees as set out in your subscription package (“the Subscription Fees”).
- Your invoice and any other applicable invoices including but not restricted to your renewal invoice shall be issued by us in a timely manner and we shall use reasonable efforts to contact you by email or telephone prior to the expiry of your subscription period or any renewal thereof.
- You shall pay each invoice to us, in full and immediately available funds, no later than the renewal date of your subscription, without deduction or set-off, in accordance with clause 13.1.3.
- Without prejudice to any other right or remedy that we may have, if you fail to pay the Subscription Fees by their due date in immediately available funds, we may suspend your access to the Sites until payment has been made in full.
- Should you make payment for the subscription or any of our services using electronic means of fund transfer, the Subscription Fees shall be payable without deduction, set-off, counterclaim or withholding (other than any deduction or withholding of tax as required by law).
- Intellectual property rights
- 1. Except as set out herein, we are the owner or the licensee of the content including but not limited to domain names, text, software, scripts, graphics, photos, sounds, interactive features and the copyright of our Sites (the “Content”). Our Content is provided AS IS and may not be used, copied, reproduced or exploited without prior written consent, except as contemplated herein.
All other intellectual property rights used in our Sites are owned by their respective third party holders and we do not give anyone permission (whether express or implied) to use such intellectual property rights. Such use may constitute an infringement of the holder’s rights.
- 2. Works published on our Sites by identified contributors (“Submissions”) are protected by copyright laws and treaties around the world. All such rights are reserved.
- 3. You may print copies and may download extracts, of any page(s) from our Sites for your personal reference and you may draw the attention of others within your organization to material posted on our Sites.
- 4. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video, our member directory or audio sequences or any graphics separately from any accompanying text.
- 5. Our status (and that of any identified contributors) as the authors of Content or Submissions on our Sites must always be acknowledged.
- 6. You must not use any part of the Content or Submissions for commercial purposes without obtaining a licence to do so from us, our licensors or the applicable identified contributors.
- You agree not to circumvent, disable or otherwise interfere with security related features of the Sites or features that restrict use or copying of Content or Submissions or which enforce limitations in the use of our Sites, Content or Submissions.
- Reliance on information posted
- We do not endorse any Submissions or any advice, opinions or recommendations therein.
- 2. Commentary and other materials posted on our Sites are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from Submissions or any reliance placed on Submissions or by any visitor to our Sites, or by anyone who may be informed of any of the contents of our Sites.
- You understand that when using our Sites you will be exposed to Submissions in a variety of sources and we are not responsible for and make no warranty concerning the accuracy, usefulness, safety or intellectual property rights of or relating to Submissions.
- Our Sites change regularly
- 1. We aim to update our Sites regularly, and may change the content at any time. If the need arises, we may suspend access to our Sites, or close it or any part of it indefinitely. Any of the material on our Sites may be out of date at any given time, and we are under no obligation to update such material.
- Our liability
- 1. The material displayed on our Sites is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
- 1. All conditions, warranties and other terms which might otherwise be implied by statute, common law, international convention, or the law of equity.
- 2. Any liability for any direct, indirect, punitive, special or consequential loss or damage incurred by any user in connection with our Sites or in connection with the use, inability to use, or results of the use of our Sites, any websites linked to it and any materials posted on it, including, without limitation any liability for:
- 1. loss of income or revenue;
- 2. loss of business;
- 3. loss of profits or contracts;
- 4. loss of anticipated savings;
- 5. loss of data;
- 6. loss of goodwill;
- 7. wasted management or office time; and
- 8. for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
- This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
- 3. You must notify TRANSPORT EXCHANGE GROUP LTD immediately if anyone makes or threatens to make a claim against you relating directly or indirectly to your use of our Sites.
- Transactions concluded through our Sites
- 1. For the express avoidance of any doubt, we do not endorse and we are not responsible for any product or service advertised, offered or procured by or from any third party through our Sites or any hyper-linked website and we are not responsible in any way for the provision of services by one user to another and you hereby agree that we are not liable for any loss or damage suffered by you in the course of providing or receiving services procured via our Sites. YOU HEREBY RELEASE AND HOLD US (OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) HARMLESS FROM ANY SUCH CLAIM, LOSS OR DAMAGE OR ANY LIABILITY IN RELATION TO A DISPUTE WITH ANOTHER USER (INCLUDING BUT NOT LIMITED TO ALL LEGAL COSTS RELATED THERETO).
- Information about you and your visits to our Sites
- By using our Sites, you consent to such processing and you warrant that all data provided by you is accurate.
- We collect geo-location data from different sources including, but not limited to our mobile application, integrated third party fleet telematics and data entered by our users (collectively “Geo-location Data”).
- You acknowledge and agree that we may transmit, collect, maintain, process and use such Geo-location Data to provide the services described in our Sites.
- Further, you acknowledge and agree that we may use your Geo-location Data, strictly in anonymized and aggregated form, for any purpose, including for the purpose of improving the services that we offer, for analysis of routes and journeys and for the creation of reports. We may share any such anonymized Geo-location Data with third parties.
- Material uploaded to our Sites
- 1. Whenever you make use of a feature that allows you to upload material to our Sites, or to make contact with other users of our Sites (each also a “Submission”), you must comply with the content standards set out in our acceptable use policy at https://transportexchangegroup.com/acceptable-usage-policy/
You warrant that all Submissions comply with those standards, and you indemnify us for any breach of that warranty.
- 2. You hereby grant us a non-exclusive, perpetual, non-terminable, transferable, sub-licensable and royalty-free licence to process and use all Submissions (and any and all intellectual property rights therein) for the purpose of providing our services, as described on the Site(s) and in anonymized form for the purposes described in clause 9.5 of these Terms.
- 3. We are not responsible for the content or accuracy of any materials posted by users and we cannot guarantee confidentiality of any Submissions.
- 4. We have the right to remove any Submission if, in our opinion, such Submission is made in breach of these Terms.
- We make no warranty concerning functionality of any software required to upload Submissions and you hereby waive any legal or equitable right or remedy you may have against us for the use thereof, as applicable.
- Prohibited uses
- 1. TRANSPORT EXCHANGE GROUP LTD prohibits any use of our Sites and you agree not to use our Sites for any of the following:
- 1. Posting any incomplete, false information or information which you know or ought to have known is inaccurate.
- 2. Deleting or revising any information posted by any other person or entity.
- 2. If you have registered and use a password, you must not allow third parties access to any area of our Sites which is restricted to a password user or disclose to or share the password with any third parties or use the password for any purpose.
- 3. Copying or adapting any computer code in any of our Sites that TRANSPORT EXCHANGE GROUP LTD creates to generate its pages.
- 4. Posting any information which is obscene and/or defamatory.
- Posting any information or documentation which is, in our sole discretion excessively long.
- The sale of subscriptions to any of our services by unauthorized persons is strictly prohibited, without prejudice to any other rights and remedies that we may have against you and you shall immediately be liable to pay to us an amount equal to any sums that you will have received as a result of such resale.
- Should you share your account details with any other subscriber, without prejudice to any other rights and remedies that we may have, you shall immediately be liable to pay us an amount equal to any sums that the party that you have shared your account details with would have been charged had such sharing not occurred.
- Viruses, hacking and other offences
- 1. You must not misuse our Sites by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Sites, the server on which our Sites are stored or any server, computer or database connected to our Sites. You must not attack our Sites via a denial-of-service attack or a distributed denial-of service attack. You will not use or launch any automated system that accesses our Sites in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period using a conventional on-line web browser.
- 2. By breaching the provisions of this Article 12, you may commit a criminal offence under the applicable law. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Sites will cease immediately.
- 3. We will not be liable for any loss or damage caused by a distributed denial-of- service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Sites or to your downloading of any material posted on it, or on any website linked to it.
- Subscription to our Sites
- 1. A legally binding contract between TRANSPORT EXCHANGE GROUP LTD and any subscriber to our Sites shall only arise when:-
- a. the subscriber has provided such information as TRANSPORT EXCHANGE GROUP LTD may reasonably require to complete the registration and validation process;
- b. the subscriber has selected which subscription package it requires;
- TRANSPORT EXCHANGE GROUP LTD has received an advance payment from the subscriber for the minimum subscription period applicable at that time (or such other period as TRANSPORT EXCHANGE GROUP LTD may agree), or has agreed in writing to provide services in advance of receiving payment.
- 2. TRANSPORT EXCHANGE GROUP LTD will not disclose to any third party such personal information without the prior written consent of the subscriber except to the extent necessary or appropriate to comply with applicable laws or in legal proceedings where such personal information is relevant.
- TRANSPORT EXCHANGE GROUP LTD may use information interpreted from Cookies in order to preserve the integrity of the subscriber’s password and username and may also use the Cookies for statistical analysis.
- 4. Any refund of pre-paid subscription fees before the expiration of the minimum subscription period selected by the subscriber are at the sole discretion of TRANSPORT EXCHANGE GROUP LTD; in the event that TRANSPORT EXCHANGE GROUP LTD agrees to a refund either in whole or part, this will apply to the whole months unused only and a cancellation fee will apply which will be deducted from the refund cheque to cover the administration, set-up and support costs incurred by TRANSPORT EXCHANGE GROUP LTD.
- Validation of a subscriber
- 1. In order to complete its subscription to our Sites, the subscriber must be validated by TRANSPORT EXCHANGE GROUP LTD. If you have not completed or have failed this validation process, you shall not be subscribed to our Sites.
- 2. To enable TRANSPORT EXCHANGE GROUP LTD to undertake the validation you must supply the following (which is not exhaustive):
- a. Copies of insurance details including but not limited to all vehicle insurance policies, Goods in Transit policies, public liability and employer’s liability policies, professional indemnity policies, and such other policies as TRANSPORT EXCHANGE GROUP LTD may from time to time request.
- b. A copy of all relevant licenses including but not limited to operating licences and ISO9001 registrations.
- 3. In the event that you fail to deliver any of the above required documents, or in the sole discretion of TRANSPORT EXCHANGE GROUP LTD such documentation is deemed not be satisfactory, TRANSPORT EXCHANGE GROUP LTD shall not allow you to complete registration to our Sites.
- Renewal of subscription
- 1. When a subscription period expires, TRANSPORT EXCHANGE GROUP LTD will invite subscribers to renew their subscription to our Sites.
- A new legally binding contract between TRANSPORT EXCHANGE GROUP LTD and a subscriber shall only arise when:
- a. the subscriber has selected which subscription package it requires;
- b. TRANSPORT EXCHANGE GROUP LTD has received a further advance payment for the subscriber for a further minimum subscription period applicable at that time (or such other period as TRANSPORT EXCHANGE GROUP LTD may agree);
- c. the subscriber has provided details of any changes, renewals or additions to any documents referred to in clause 8 or has confirmed that the details it provided upon its initial subscription still subsist and are up to date.
- 3. In the event that the subscriber does not renew its subscription TRANSPORT EXCHANGE GROUP LTD may treat the original contract as terminated except as specifically contemplated at Article 21.
- 1. Depending upon which subscription package a subscriber selects, the subscriber may be awarded a TRANSPORT EXCHANGE GROUP LTD and Feedback Rating.
- 2. This Accreditation and Feedback Rating shall be displayed on our Sites together with such information relating to the subscriber as TRANSPORT EXCHANGE GROUP LTD may reasonably require for publication, as detailed on the relevant Site(s) (“Profile Information”).
- 3. The subscriber hereby grants TRANSPORT EXCHANGE GROUP LTD a licence to display such Profile Information on our Sites and to use any intellectual property rights connected with such information, as and when applicable.
- 4. The subscriber shall use reasonable endeavours to ensure that all the data displayed in relation to the subscriber, including the Accreditations and Feedback Rating is accurate, correct and up to date and shall indemnify TRANSPORT EXCHANGE GROUP LTD for any losses incurred by TRANSPORT EXCHANGE GROUP LTD or a third party in relation to any error, omission or inaccuracy.
- Availability of our Sites
- 1. TRANSPORT EXCHANGE GROUP LTD shall use its reasonable endeavours to ensure continuous accessibility of our Sites and associated services but does not accept any liability arising from any errors omissions interruptions or delays or any ongoing obligation to operate our Sites and associated services howsoever caused.
- 2. TRANSPORT EXCHANGE GROUP LTD in its absolute discretion may vary the specification of our Sites and associated services at any time without notice.
- Linking to our Sites
- 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, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
- You must not establish a link from any website that is not owned by you.
- 3. Our Sites must not be framed on any other site, nor may you create a link to any part of our Sites other than the home page. We reserve the right to withdraw linking permission without not The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy at https://transportexchangegroup.com/acceptable-usage-policy/
- 4. If you wish to make any use of material on our Sites other than that set out above, please address your request to the postal address to be found on our websites.
- Links from our Sites
- 1. Where our Sites contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
- You hereby indemnify and hold TRANSPORT EXCHANGE GROUP LTD and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against all direct or indirect losses, claims, liabilities, damages, costs and expenses (including without limitation legal costs; loss of goodwill or business opportunities; special, consequential, punitive damages; and loss of profits, revenue or income) arising from (i) any third party claim in relation to any Submission that you upload, post or e-mail on or through our Sites, or (ii) your use of our Sites, or (iii) your breach of the provisions of these Terms. The terms of this Article 20 shall survive termination of expiration of any subscription, for any reason.
- TRANSPORT EXCHANGE GROUP LTD reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to issuing a warning, temporary suspension of the subscribers password, indefinite suspension, and immediate termination of registration and/or any other service provided to you by TRANSPORT EXCHANGE GROUP LTD upon any breach of these Terms or if TRANSPORT EXCHANGE GROUP LTD is unable to verify or authenticate any information submitted by a you to our Sites in connection with registration or otherwise.
- Without affecting any other right or remedy available to it, TRANSPORT EXCHANGE GROUP LTD may, without notice, terminate your subscription with immediate effect, if, 30 days after the renewal date of your subscription, you have failed to pay any amount due to us in cleared funds.
- Rights and remedies available to us in the event of the termination of a subscription under this Article 21 shall include but are not limited to removal of Accreditation and Feedback Rating.
- This Article 21 shall survive any termination or expiration of any subscription for any reason whatsoever.
- Jurisdiction and applicable law
- A waiver by either party of a right or remedy under these Terms is only effective if given in writing (in the case of a waiver by us, by an officer of TRANSPORT EXCHANGE GROUP LTD), and shall not be taken or held to be a waiver in respect of any subsequent breach of default.
- Neither party shall be under any liability whatsoever to the other party for any non-performance, defective performance or delay in performance of any of its obligations under these Terms where such delay is caused directly or indirectly by an act of God or by any other event or circumstance beyond the reasonable control of that party.
- These Terms constitute the entire agreement between the parties and supersede and extinguish all previous drafts, agreements, arrangements and understanding between them, whether written or oral, relating to its subject matter. Neither party shall have any remedies in respect of any representation or warranty not set out in these Terms.
- You may not assign any of your rights or obligations under these Terms without our prior written consent.
- If any part of any provision of these Terms is found to be invalid, illegal or unenforceable, then that part shall be deemed to be deleted and the remainder of such provision and all other provisions of these Terms shall remain valid and enforceable.
Last updated: February 2017
You may contact TRANSPORT EXCHANGE GROUP LTD. at the following address:
TRANSPORT EXCHANGE GROUP LTD
The Perfume Factory
140 Wales Farm Road