Application of and Acceptance of Terms and Conditions.
1.1For purposes of this Agreement, a "User" is any person who accesses the Site for whatever purpose, regardless of whether such User has registered with eSources.co.uk as a registered user or whether such User is a paying customer for a specific service provided by eSources.co.uk. A User includes the person using this Site and any legal entity which may be represented by such person under actual or apparent authority.
1.2By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User, and you shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site.
1.3eSources.co.uk may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. Posting by eSources.co.uk of the amended and restated Agreement and your continued use of the Site shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified, except in writing by an authorised officer of eSources.co.uk.
2.1Access to the Site and some features are provided to all Users free of charge. eSources.co.uk reserves the right, without prior notice, to restrict access to certain areas or features of the Site.
2.2eSources.co.uk reserves the right to deny Premium Services to any User for whatever reason in order to protect eSources.co.uk's interests.
3.1Each User agrees that it shall not copy, reproduce or download any information, text, images, directories, files, databases or listings available on or through the Site (the "eSources Content") for the purpose of re-selling or re-distributing the eSources.co.uk Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with eSources.co.uk, or otherwise commercially exploiting the eSources.co.uk Content. Systematic retrieval of eSources.co.uk Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from eSources.co.uk is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.
3.2Some of the eSources.co.uk Content displayed on this Site is provided or posted by third parties ("Third Party Content"). Any Third Party Content is the sole responsibility of the party who provided the content. eSources.co.uk is not responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance of such Third Party Content. In addition, eSources.co.uk is not responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.
3.3eSources.co.uk may allow Users access to content, products or services offered by third parties through hyperlinks to such third party's web site. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites. User acknowledges that eSources.co.uk has no control over such third party's web site, does not monitor such sites, and eSources.co.uk shall not be responsible or liable to anyone for such web site, or any content, products or services made available on such web site.
3.4Messages or information sent by a User through communication systems provided by the Site, or through emails, fax or letters to addressees obtained from the Site, shall not contain any of the materials described in the provisions of Section 4.4 below.
3.5eSources.co.uk reserves the right to limit, deny or create different access to the Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall eSources.co.uk be liable to the User or any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise), any delays, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Site or any of its features.
3.6No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by eSources.co.uk and/or any other User and no User shall attempt to gain unauthorised access to such computer systems or networks.
4.1For terms applicable to unregistered users refer to section 5 of this Agreement
Each User who has filled out an on-line registration form on the Site by giving its information (such as name, address, telephone and fax number, email address, details of its business, etc.) is a registered user of eSources.co.uk (a "Registered User"). eSources.co.uk will establish an account ("Account") for each Registered User and each Registered User will be assigned a user alias ("Member ID") and password ("Password") for log-in access to its own Account.
4.2If the Registered User is a business entity, you represent that:
You have the authority to bind the entity to this Agreement;
The address you use when registering is the principal place of business of such business entity and is not a PO Box address; and
all other information submitted to eSources.co.uk during the registration process is true, accurate, current and complete.
For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office.
4.3eSources.co.uk may suspend or terminate a Registered User's Account at any time by giving no less than 24-hour notice to the Registered User; provided, however, that notice is not required for such termination if:
In eSources.co.uk's determination, there is any breach of the provisions of this Agreement by the Registered User; or
eSources.co.uk has reasonable grounds to suspect that such information provided by a Registered User is untrue, inaccurate or is not current or complete, or
eSources.co.uk believes that the Registered User's actions may cause financial loss or legal liability to such Registered User, eSources.co.uk's other Users, or eSources.co.uk or its affiliates.
4.4A Registered User may not use our services for junk mail, chain letters or spamming or the transmission of any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or any kind or nature. Further, a Registered User shall not publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence. Each incident breaching this term will result in the immediate suspension of the Registered User's account, and in a charge of £50.00 + VAT for each incident breaching this term.
4.5A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, Member ID or Password to a third party without the prior written consent of eSources.co.uk. eSources.co.uk may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.
4.6eSources.co.uk may refuse registration and deny the issuance of an Account and associated Member ID and Password to any User for whatever reason.
4.7All Registered Users agree to receive occasional service update emails. These emails are sent to inform registered users of the latest updates to our service. A Registered User agrees to receive these emails as part of the service.
4.8Premium Buyer services incur a charge as specified in the respective registration and upgrade pages. All prices are in GBP £ Sterling. In accordance with sections 6.1 and 13.1 (a) of the Consumer Protection (Distance Selling) Regulations Act 2000, on payment and access of your premium buyer account any funds paid will be non-refundable (satisfaction guarantee payments are excluded from the non-refundable clause, and are subject to the terms outlined in 4.9). Any payments processed prior to any cancellation are non-refundable. All Premium Buyer subscriptions, with the exception of lifetime membership, are recurrent, and can be cancelled as follows:
1) For subscriptions processed through the eSources payment gateway, by logging in to the "My eSources" area and selecting the Buyer Status link from the left menu.
2) For subscriptions processed through PayPal, by accessing your PayPal account and selecting the Cancel Subscription option for the eSources membership.
By subscribing to Premium Buyer Membership (with the exception of Lifetime Membership), a Registered User authorises PayPal to setup the subscription (for PayPal payments) and eSources to store the Registered User's card details (for payments processed through the eSources payment gateway). The Registered User subscribed to Premium Buyer Membership agrees to be charged the chosen subscription fee on a recurrent basis, to his/her chosen payment method (credit card or PayPal), and on the date of renewal for as long as the subscription is active, unless cancelled prior to the date of renewal. A Registered User subscribed to Premium Buyer Membership agrees to keep his/her credit card / PayPal account in good standing with the proper funds to pay for the subscription while active. Lifetime membership is calculated as 999 months, and is valid until the end of the period or for as long as eSources.co.uk is in business, whichever of the two comes first. Each premium buyer license is valid for one computer, and is non-transferable.
4.9The Lifetime Membership 60 days guarantee is valid for premium buyers that upgrade at the full price, and excludes upgrades at a discounted price. The guarantee is subject to the return of the eBay Business Handbook within the guarantee period. If requesting a refund within the 60 days guarantee period, the Lifetime Premium Buyer agrees to immediately cease access to his/her premium buyer account. Any access made after the refund request, or the breach of the one computer license, will result in the 60 days guarantee being voided.
4.10Premium Supplier services incur a charge as specified in the respective registration and upgrade pages. All prices are in GBP £ Sterling. In accordance with sections 6.1 and 13.1 (a) of the Consumer Protection (Distance Selling) Regulations Act 2000, on payment and access of your premium supplier account any funds paid will be non-refundable. A Premium Supplier agrees to provide, in a timely manner, any information requested by eSources as may be required, from time to time, to maintain a safe trading environment. Opting for payments in installments implies the fullfillment of the full contract period.
4.11A Registered User is also bound by our Affiliate Program terms. A Registered User will receive an affiliate link at sign up, which can be used to promote eSources. eSources guarantees to pay a 50% commission for all Premium Buyer sales referred. Each affiliate link creates a cookie on the referral machine, which will expire after 30 days from the first visit. Commissions are paid at the end of each week for aggregate commission amounts equal to or greater than GBP £ Sterling 50. Any lower amounts will be accrued for the following week until the GBP £ Stering 50 threshold is reached. Users are not permitted to publish eSources affiliate links on web sites containing or promoting any of the following:
- Discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Sexually explicit materials
- Unlawful activities
- the eSources trademark
- Or any site that violates intellectual property rights
4.12Competitions are open to all registered members, no purchase is necessary. You can enter our current competitions by contacting us and including your details.
4.13Contacting listed suppliers to offer the sale of stock is only permitted to Registered Premium Suppliers.
Users Who Post Information on eSources.co.uk
5.1No sales agency relationship is created between any User and eSources.co.uk, our affiliates, directors, officers or employees by virtue of eSources.co.uk's display of any of the User's information on the Site.
5.2Each User hereby represents, warrants and agrees to:
Provide eSources.co.uk with true, accurate, current and complete information to be displayed on the Site; and
Maintain and promptly amend all information to keep it true, accurate, current and complete. Each User hereby grants an irrevocable, perpetual, worldwide and royalty-free, sublicensable (through multiple tiers) license to eSources.co.uk to display and use all information provided by such User in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known.
5.3Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to eSources.co.uk or authorises eSources.co.uk to display. (Third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Site (including but not limited to rights of personality and rights of privacy), or affecting or relating to products that are offered or displayed on the Site, are hereafter referred to as "Third Party Rights.") Each User hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to eSources.co.uk or authorises eSources.co.uk to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.
5.4Each User hereby represents, warrants and agrees that information submitted to eSources.co.uk for display on the Site shall not:
contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
be part of a scheme to defraud other Users of the Site or for any other unlawful purpose;
relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights;
violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
be defamatory, libellous, unlawfully threatening or unlawfully harassing;
be obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;
promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
contain any material that constitutes unauthorised advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
solicit business from any Users in connection with a commercial activity that competes with eSources.co.uk;
contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement; or
otherwise create any liability for eSources.co.uk or its affiliates.
5.5eSources.co.uk reserves the right in its sole discretion to remove any material displayed on the Site which it reasonably believes is unlawful, could subject eSources.co.uk to liability, violates this Agreement or is otherwise found inappropriate in eSources.co.uk's opinion. eSources.co.uk reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, eSources.co.uk may disclose the User's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action, and eSources.co.uk shall not be liable for damages or results thereof and User agrees not to bring any action or claim against eSources.co.uk for such disclosure. In connection with any of the foregoing, eSources.co.uk may suspend or terminate the Account of any User as eSources.co.uk deems appropriate in its sole discretion. User agrees that eSources.co.uk shall have no liability to User, including no liability for consequential or any other damages, in the event eSources.co.uk takes any of the actions mentioned in this Section, and that User agrees to bear the risk that eSources.co.uk may take such actions.
Transactions between Buyers and Suppliers
6.1Through the Site, eSources.co.uk provides an electronic web-based platform for exchanging information between buyers and suppliers of products and services. eSources.co.uk does not represent the seller nor the buyer in specific transactions and does not charge any commissions from completing any transactions. As a result, eSources.co.uk does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.
6.2Users are hereby made aware that there may be risks of dealing with people acting under false pretences. eSources.co.uk uses several techniques to verify the accuracy of the information our users provide us when they register on the Site. However, because user verification on the Internet is difficult, eSources.co.uk cannot and does not confirm each User's purported identity (including, without limitation, TradePass Members). We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.
6.3Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when using the Site to conduct transactions, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defence or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks.". Each User agrees that eSources.co.uk shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
6.4Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
6.5In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify eSources.co.uk (and our agents, affiliates and directors) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
Limitation of Liability
7.1The features and services on the eSources.co.uk site are provided on an "as is" and "as available" basis, and eSources.co.uk hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded.
7.2eSources.co.uk makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or currentness of any information provided on or through the site. eSources.co.uk does not represent or warranty that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the site does not violate any third party rights; and eSources.co.uk makes no representations or warranties of any kind concerning any product or service offered or displayed on the eSources.co.uk site.
7.3Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from eSources.co.uk or through or from the Site shall create any warranty not expressly stated herein.
7.4Under no circumstances shall eSources.co.uk be held liable for an delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
7.5Each User hereby agrees to indemnify and save eSources.co.uk, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Site (including but not limited to the display of such User's information on the Site) or from its breach of any of the terms and conditions of this Agreement. Each User hereby further agrees to indemnify and save eSources.co.uk, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to eSources.co.uk, including but not limited to those set forth in Sections 5.3, 5.4 and 5.5 above. Each User hereby further agrees to indemnify and save eSources.co.uk, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site. Each User hereby further agrees that eSources.co.uk is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. eSources.co.uk reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with eSources.co.uk in asserting any available defenses.
7.6eSources.co.uk shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
the use or the inability to use the Site;
any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site;
violation of Third Party Rights or claims or demands that Users' manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
unauthorised access by third parties to data or private information of any User;
statements or conduct of any User of the Site; or
any matters relating to Premium Services however arising, including negligence.
Intellectual Property Rights
8.1eSources.co.uk is the sole owner or lawful licensee of all the rights to the Site and the eSources.co.uk Content. The Site and eSources.co.uk Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and eSources.co.uk Content shall remain with eSources.co.uk, its affiliates or licensors of the eSources.co.uk Content, as the case may be. All rights not otherwise claimed under this Agreement or by eSources.co.uk are hereby reserved.
8.2"ESOURCES.CO.UK", "TRADEPASS" and related icons and logos are trademarks or service marks of eSources.co.uk and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these marks is strictly prohibited.
9.1All notices or demands to or upon eSources.co.uk shall be effective if in writing and shall be duly made when sent to eSources.co.uk in the following manner: to eSources.co.uk, 27 Old Gloucester Street, London � WC1N 3XX, United Kingdom.
9.2All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to eSources.co.uk, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when:
eSources.co.uk is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
immediately upon eSources.co.uk's posting such notice on an area of the Site that is publicly accessible without charge.
10.2eSources.co.uk and the User are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
10.3If any provision herein is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
10.4Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
10.5eSources.co.uk's failure to enforce any right or failure to act with respect to any breach by a User under these terms and conditions will not waive that right nor waives eSources.co.uk's right to act with respect with subsequent or similar breaches.
10.6eSources.co.uk shall have the right to assign its obligations and duties in this Agreement and in any agreement relating to Premium Services to any person or entity.
10.7This Agreement shall be governed by and interpreted in accordance with English law. You agree, as we do, to submit to the non-exclusive jurisdiction of the English courts.