ATTENTION: This legal notice applies to the entire contents of this website under the domain name http://www.eProfiler.net (“Website”) and to any correspondence by e-mail between us and you. Please read these terms carefully before using this Website. Using this Website indicates that you accept these terms and conditions regardless of whether or not you choose to register with us. If you do not accept these terms, do not use this Website. This notice is issued by Nano Time Limited trading as eProfiler (eProfiler).
You have either been invited to use this web site by at least one of your Customers as a means of providing information about your organisation and your capacity as a Supplier, or you have decided to register independently. By clicking the "I ACCEPT" button displayed below or by use of this Website you agree to the following terms and conditions ("the Agreement") in their entirety. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must navigate away from this Website and or select the "I DECLINE" button and in either case you may not use the Website. In any case the term "Supplier" used anywhere in this Agreement refers to you, your company or other legal entity.
You will need to agree to these terms and conditions to be added to the eProfiler online database.
The definitions and rules of interpretation herein apply in this Agreement.
Clause and headings to this Agreement do not affect the interpretation of this Agreement.
References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this Agreement.
In the event and to the extent only of any conflict between the clauses and the schedules, the clauses shall prevail.
Words in the singular include the plural and those in the plural include the singular.
References to including and include(s) mean respectively including without limitation and include(s) without limitation.
References to statutory provisions shall be construed as references to those provisions as replaced, amended or re-enacted from time to time (whether before or after the date of this Agreement) and shall include any provisions of which they are re-enactments (whether with or without modification) and any subordinate legislation made under such provisions.
The Terms and Conditions set out below and as appended or modified by eProfiler from time to time in accordance with Clause 18. For the avoidance of doubt eProfiler may in its absolute discretion where practicable issue a notification to the users last known e-mail address advising of any material changes.
The date on which you agree to these Terms and Conditions by clicking the "I ACCEPT" button to form a legally binding agreement, which shall be recorded by eProfiler as the date in London, United Kingdom, at the point in time the button is clicked.
As defined by Section 416 of the Income and Corporation Taxes Act 1988 (United Kingdom), in the user or any Parent Company
Means any existing agreements or clauses within any existing agreements between the Customer and user defining confidential information and the terms and conditions relating to the use of such information.
Any material provided in the Website, which is not deemed to be user Data or Customer Data.
A company or Organisation who has written to you or your company inviting you to participate in this Scheme. Customers, in the plural, refer to your Customer as well as other organisations operating similar schemes with eProfiler and who may represent potential customers for you or your company.
The information, which forms the questions, asked of you within the Website.
All intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, Marks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
The set of questions and questioning methodology developed solely by eProfiler and used in collaboration with the Customer when developing the Customer Data.
Any and all trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans of eProfiler to this Agreement, whether or not registered.
The level of access to this Website as set out within these Terms and Conditions.
The web-site whose index page is http://www.eProfiler.net and specifically those private pages which are accessed only by the user Login and which contain information relating to the relationship between Customer and user.
A person includes a corporate or unincorporated body.
“Personal Data” shall have the meaning given in the Data Protection Act 1998.
The project agreed between the Customer and eProfiler to address the relationship between the Customer and its Suppliers by providing this Website, the Content and related services
You, or the legal entity, that you represent. The terms "you" or "your" also have the same definition. Users, in the plural, refer to you and other organisations that either supply or intend to supply goods or services to the Customer or to Customers.
The information you provided by a User and or Supplier in direct response to the questions asked within the Website.
The unique identifying word and password which when entered into appropriate place enables access to the Website.
The process developed by eProfiler to compare and analyse the user Data and Customer Data which shall be deemed to be eProfiler intellectual property rights. This is in recognition of the time, effort and skill expended by eProfiler in producing the analytical output.
Nano Time Limited trading as eProfiler, including uses of the words "we", "us", "our", etc., whose address is NatWest Chambers, The Grove, Ilkley, United Kingdom,LS29 9LS.
Writing or written, includes faxes and e-mail.
eProfiler hereby grants you a non-exclusive, non-transferable, revocable worldwide right to use the Website, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by eProfiler and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Website or the Content in any way; (ii) modify or make derivative works based upon the Website, the Scheme or the Content; (iii) create Internet "links" to the Website or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Website in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Website or the Scheme, or (c) copy any ideas, features, functions or graphics of the Website.
The rights granted pursuant to clause 2 are subject to any guidelines that may from time to time be established by eProfiler with respect to the Content.
Unless otherwise stated, the copyright and other Intellectual Property Rights in all material and Content on this Website (including without limitation photographs and graphical images) are owned by eProfiler or its licensors. For the purposes of this legal notice, any use of extracts from this Website other than in accordance with thus Agreement is prohibited. If you breach any of the terms in this legal notice, your permission to use this Website automatically terminates and you must immediately destroy any downloaded or printed extracts from this Website.
You are permitted to print and download extracts from this Website for your own use on the following basis
You acknowledge and agree that, no part of this Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without the eProfiler’s prior written permission, such permission to be granted or withheld at its absolute discretion.
Any rights not expressly granted in these terms are reserved by eProfiler.
You shall be obliged to provide the information reasonably requested by the Website in an accurate and timely fashion, which is to be information requested by your Customer about its users. You acknowledge that your Customer may make decisions or draw conclusions about the commercial relationship it has with you based on the information you provide. eProfiler may, on behalf of the Customer, request the user provides written proof that the information provided on the Website is accurate. The written proof provided shall be passed directly to the Customer for review. You also agree that in no circumstances whatsoever shall eProfiler be held liable for any such decisions made or conclusions drawn by the Customer. eProfiler acts purely as a facilitator of this Scheme and is no way responsible for managing the relationship that exists between any two parties and or any decisions made as a consequence from time to time.
You agree that the information you provide shall be accurate and shall be kept up to date at least once per year. You also agree to make best endeavours to update the information held within Website immediately should any significant changes occur within your business, including but not limited to a significant change to your ability or capacity to supply your Customer and a Change of Control.
You shall ensure that information you provide does not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”).
You are responsible for all activity occurring under your user Login and shall abide by all applicable laws, treaties and regulations in connection with your use of the Website, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify eProfiler immediately of any unauthorised or unlawful use of any Supplier Login or any other known or suspected breach of security; (ii) report to eProfiler immediately and use best efforts to stop immediately any copying or distribution of Content that is known or suspected by you or other individuals within the Supplier organisation; and (iii) not impersonate another Supplier or provide false identity information to gain access to or use the Website.
You shall not disseminate to the Website any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
You are prohibited from posting or transmitting to or from this Website any material:
You may not misuse the Website (including, without limitation, by hacking).
You shall fully co-operate with any law enforcement authorities or court order requesting or directing you to disclose the identity or locate anyone posting any material in breach of this Agreement.
You, the Supplier, own all information provided by you to the Website ("Supplier Data"). This information shall be made available to your Customer and to eProfiler in its entirety. This information shall not be made available to any other party unless you expressly request that eProfiler makes Supplier Data available to other potential customers also participating in separate Schemes. Supplier agrees that any Supplier Data provided may be retained in the system until such time as the Customer cancels the Scheme with eProfiler or until the Supplier expressly requests in writing the removal of its data from the Scheme, which shall be effected within 30 days from receipt of notice. For the avoidance of doubt eProfiler may retain the Supplier data from the Scheme where required to do so pursuant to regulatory or audit requirements.
The Customer owns all data provided by the Customer in respect of its buying requirements ("Customer Data") and eProfiler shall not obliged to make any such data available to you or to any other third party at any time, other than that which is displayed in the Website under your Supplier Login. You shall not make any copies of this Customer Data nor shall you be permitted to disclose its contents to any other party whether orally or in writing. This information shall be included in any other Confidential Information Clauses already in place between you and your Customer.
eProfiler shall own at all times the information produced by comparing the Supplier Data and Customer Data (the Supplier Profile Process) and shall have full right to make part or all of this information available to you, the Supplier, at its discretion. eProfiler agrees that as a member of the Limited Engagement or Basic Supplier Service you shall have access to a summary of this information once all Supplier Data has been provided and eProfiler agrees that members of both the Open Engagement or Premium Supplier Service and the Enhanced Engagement or Premium Plus Supplier Service shall have access to the full detail of this Supplier Profile subject to compliance with additional terms and payment of appropriate fees.
eProfiler warrants that to the extent it processes any Personal Data on behalf of the Supplier:
eProfiler alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Scheme, Supplier Profile, the Website and the Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Scheme. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Scheme, the Website or the Intellectual Property Rights owned by eProfiler. The eProfiler name, the eProfiler logo, and the product names associated with the Scheme are trademarks of eProfiler or third parties, and no right or license is granted to use them.
All Intellectual Property Rights in the Website (including in the Website and Content of the Website) arising in connection with this Agreement shall be the property of eProfiler, and you hereby assign such Intellectual Property Rights to eProfiler. The parties shall execute all documents necessary to give effect to this clause.
No charges shall be made for access to the Website for Users using the eProfiler membership level. Where additional charges are made in respect of upgrades to other membership levels eProfiler shall be entitled to (i) withhold all benefits of upgrade entitlement until full payment has been received from the Supplier to eProfiler and (ii) change the fee at any time prior to receipt of payment.
This Agreement is for a period of 12 months from the Agreement Date. You shall have the right to extend this Agreement at any time using the appropriate functionality in the Website and (where applicable) paying the necessary fees.
The User acknowledges and agrees for all purposes that all Marks associated with eProfiler’s services, products, literature, promotional materials, Content, Website, and Website or otherwise, whether or not registered, constitute eProfiler's exclusive property.
All uses of the eProfiler's Marks by the User, including all goodwill arising, shall accrue solely to the benefit of eProfiler.
The User shall not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to eProfiler’s Marks.
At no time during the term of this licence or thereafter shall the User attack, challenge or file any application with respect to any eProfiler Mark.
Subject to the limits detailed in clause 14, you agree to fully indemnify eProfiler against any action, claim, loss damages, or demand, including all legal costs, made by any third party due to or arising out of (i) your use of the Website and/or participation in the Scheme; (ii) a breach or violation of this Agreement by you, your employees, agents or sub-contractors; (iii) the infringement by you or by any other party using your Supplier Login, or any Intellectual Property Rights or other rights of any person or entity; and (iv) any threatening, libellous, obscene, harassing or offensive material contained in the Supplier Data or any of your communications. – Covered in 3 & 4
Any breach of your payment obligations or unauthorised/unlawful use of the Website will be deemed a material breach of this Agreement. eProfiler, in its sole discretion, may terminate your Supplier Login or use of the Website if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that eProfiler has no obligation to retain User Data, and may delete such User Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. In such cases eProfiler shall not be held liable for any actual or implied impact on its business relationship with its Customer.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. eProfiler represents and warrants that it will provide the Website and conduct the Scheme in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Website will perform substantially in accordance with the online help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Website.
eProfiler and its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Website or any Content. eProfiler and its licensors do not represent or warrant that (a) the use of the Website will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Website will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the Website will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the Website or the server(s) that make the Website available are free of viruses or other harmful components. The Website and all content is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by eProfiler and its licensors.
eProfiler may make changes to the material and Content on this Website or to the products and prices described in it, at any time without notice. The material on this Website may be out of date, and the eProfiler makes no commitment to update such material.
eProfiler disclaims all liability for loss or damage you may sustain due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this Website or your downloading of any material from this Website or any websites linked to this Website.
Access to the Website may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. eProfiler is not responsible for any delays, delivery failures, or other damage resulting from such problems.
While the eProfiler endeavours to ensure that this Website is normally available 24 hours a day, eProfiler shall not be liable if for any reason this Website is unavailable at any time or for any period.
Access to this Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the eProfiler’s control.
You acknowledge and agree that you shall be responsible and liable for all hardware, software, routing, cabling and telecommunications connectivity to gain access to the Website and Website and shall not require eProfiler to assume any obligations with regard to any technical faults that relate to the same.
Nothing in this Agreement shall operate to exclude or limit the either party's liability for:
In no event shall either party's aggregate liability exceed the sum of two hundred and fifty thousand pounds (£250,000) in respect of any other claims arising out of this Agreement.
In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this Website, including but not limited to the use or inability to use the Website, or for any content obtained from or through the Website, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
eProfiler shall not be liable to the Supplier for any damage to software, damage to or loss of data (including cost of reconstituting data), loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
If your use of material on this Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.
Links to third party websites on this Website are provided solely for your convenience. If you use these links, you leave this Website. eProfiler has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. eProfiler therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk.
Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
eProfiler may give notice by means of a general notice on the Website, electronic mail to your e-mail address on record in your Supplier Data, or by written communication sent by first class mail or pre-paid post to your address on record in your Supplier Data. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to eProfiler (such notice shall be deemed given when received by eProfiler) at any time by any of the following: letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail to eProfiler at the following address: eProfiler Services Limited, NatWest Chambers, The Grove, Ilkley, LS29 9LS, addressed to the attention of: The Director.
eProfiler reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Website at any time. All new Users accessing the Website after a modification has been made will be presented with the new terms and conditions and only after clicking the “I ACCEPT” button, confirming their agreement to these, will access to the Website be granted. In the event of eProfiler wishing to apply new terms and conditions retrospectively eProfiler will issue a notification to the Users last known e-mail address advising of all changes and will only allow continued access to the Website upon acceptance by the Supplier of the new terms and conditions.
This Agreement may not be assigned by you without the prior written approval of eProfiler but may be assigned without your consent by eProfiler to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
For the purposes of this agreement, "Force Majeure Event" shall mean any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
A party who becomes aware of a Force Majeure Event which gives rise to or which is likely to give rise to any failure or delay in performing its obligations under this Agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
This Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else.
This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English courts.
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected].