1. ABOUT US
1.1 www.flox.is is a website operated by Value Chain Lab Limited (“VCL”, “FLOX”, “we”, “our” or “us”), a company registered in England and Wales under company number 07980832 and whose registered office at Bank House, 81 St Judes Road, Englefield Green, Surrey, TW20 0DF. Our VAT number is 288257261.
1.2 FLOX is an On-Demand Logistics Services Orchestration platform that introduces businesses (“Customers”) who need logistics or other associated services (“Supplier Services”) to suppliers of those services ("Suppliers").
1.3 FLOX's services (the “FLOX Services”) are as described and accessible at www.flox.is and at any other websites through which FLOX makes the FLOX Services available (collectively, the “Site”).
1.4 To contact us, including making any comments or complaints regarding the Site or the FLOX Services, please write to us by email at: email@example.com.
2.2 By using the Site or any FLOX Services, you agree to be bound by these Terms, which shall apply to is the exclusion of all other terms and conditions (including any terms or conditions which you may purport to apply under any quotation, offer, acknowledgement, correspondence, or any other document issued by you). We recommend that you print a copy of these Terms for future reference.
2.3 If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and to enter into contracts with Suppliers and Customers (as applicable) on behalf of such company or other legal entity. In such circumstances, the words “you” and “your” in these Terms will refer and apply to that company or other legal entity.
2.4 If you do not agree to these Terms, you must immediately cease using the Site and any FLOX Services.
2.5 The Site and the FLOX Services are intended for use in a business context only, and not for use by individuals for domestic, household, or private purposes or otherwise as a consumer. Accordingly, Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services (as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018) do not apply to these Terms.
2.6 Wherever you access and use the Site and/or any FLOX Services from, you agree that you will only use the FLOX Services and the Site in a manner consistent with these Terms and any and all applicable local, national and international laws and regulations. To the extent that your use of the FLOX Services or the Site is not legal in your territory, you may not use the FLOX Services or the Site.
2.7 You are responsible for making all arrangements necessary for you to have access to the FLOX Services, including without limitation solely bearing any expenses incurred in making such arrangements.
3. CHANGES TO THE TERMS AND SITE
3.1 VCL reserves the right, at its sole discretion, to update the Site or FLOX Services or to update these Terms, including the basis of calculation of the applicable FLOX Fees at any time. Every time you wish to use the Site, please check these terms to ensure you understand the Terms that apply at that time.
3.2 If we update these Terms, we will post the updates on the Site and/or provide you notice of the modification by email to the email address you have provided to us. Changes to the Terms will be effective at the time of posting. Your continued access or use of the Site or FLOX Services will constitute acceptance of the updated Terms. Additionally, if the updated Terms contain material changes applicable to FLOX Services that we are currently providing to you, we will endeavour to provide you with notice prior to the changes taking effect. If the updated Terms are not acceptable to you, you may cease using the Site and the FLOX Services.
3.3 We may update and change the Site from time to time to reflect changes to our services, our users’ needs, and our business priorities.
3.4 These terms may not be varied by way of an oral agreement.
4. SUSPENSION OR WITHDRAWAL OF THE SITE
4.1 We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
4.2 You are also solely responsible for ensuring that all persons who access the Site through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.
5. ACCESS TO THE FLOX SERVICES
5.1 In order to access and use the FLOX Services for the first time, you must provide the information requested on the Site in order to register with us. Your use of the FLOX Services may be as a Customer or a Supplier. The same user account may be used for both roles.
5.2 Fake user accounts are not permitted. You must provide us with accurate information.
5.3 Once you have registered with us and your account has been created, you will be a registered user of the FLOX Services unless your account is terminated in accordance with these Terms.
5.4 You must treat any user account log-in details, user identification codes, passwords, or any other piece of information as part of our security procedures, as strictly confidential. You must not disclose it to any third party or authorise others to use your user account.
5.5 You may not transfer your user account to any other person or entity. If you know or suspect that anyone other than you has obtained your user identification code or password and/or has accessed your user account, you must immediately notify us in writing by sending an email to firstname.lastname@example.org.
5.6 You must use the FLOX Services in accordance with these Terms, including but not limited to the provisions of clause 15 below. We have the right to suspend or disable any user account, identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms.
6. SUPPLIER SERVICES
6.1 As described in further detail below and on the Site, the FLOX Services allow Customers to be introduced to Suppliers for the provision of Supplier Services and facilitate Customers entering into direct agreements with such Suppliers (“Supplier Services Agreements”) on Supplier Service Terms (as defined in clause 8 below). Accordingly, if you are using the Site as a Supplier, all obligations of Suppliers described in clause 8 below shall apply to you.
6.2 The Supplier Services for which support is offered through the Site include warehousing services but may include associated services and other services, as indicated from time to time on the Site or as otherwise communicated to you in writing.
7. ADD-ON SERVICES
7.1 You acknowledge and agree that, in the event a Customer and Supplier agree the provision of further services originating from a warehouse, including, but not limited to, picking, packing, labelling and fulfilment of any kind (“Add-On Services”) in addition to specific Supplier Services already being provided (or which have been provided) by that Supplier to that Customer (or by or to entities related to either of them):
- you must formalise the terms of such Add-On Services in a written agreement that is signed by both the relevant Customer and Supplier (an “Add-On Services Agreement”);
- such Add-On Services shall constitute Supplier Services and the payment of the FLOX Fees (as defined in clause 12.2) shall additionally apply in relation to such Add-On Services;
- the FLOX Fees applicable to such Add-On Services shall be calculated in accordance with clause 12.2;
- this clause 7.1 shall apply irrespective of whether the Customer and the Supplier in question agree the provision of the Add-On Services using the process set out below in these Terms (and including where they do not use the Site in relation to the Add-On Services); and
- VCL may from time to time implement additional functionality on the Site in order to facilitate the request and provision of Add-On Services.
7.2 The Supplier must provide VCL with a copy of the relevant Add-On Services Agreement, or amendments made to it, within 5 (five) working days of its agreement of the same with the Customer.
8. USING THE SITE AS A CUSTOMER
8.1 If you are using the Site as a Customer and wish to receive Supplier Services, you will create a request (“Request”) for the desired Supplier Services using the search filter functionality offered on the Site. You will ensure that all information you provide in the Request will be accurate, up to date, and complete.
8.2 Once we have processed your Request, we will, via our matching technology, use our reasonable endeavours to provide you with live prices for the requested Supplier Services for all of the Suppliers that we reasonably believe will meet your requirements. VCL makes no representations, guarantees, warranties, or promises that the Site will identify any Suppliers that will meet the requirements of your Request.
8.3 You and your preferred matched Supplier will then negotiate the Rates and Scope of the logistics services provided by the Supplier (the “Supplier Service Terms”) with the intention of formalising these in a Supplier Services Agreement. You will be able to communicate with your matched Suppliers via the Site’s online information exchange functionality (the “Information Exchange Interface”) in order to address any questions that you might have about your Request, including the Supplier Service Terms, the Supplier's ability to fulfil your request and/or any special requests you may have.
8.4 You must read and understand Supplier Service Terms fully before accepting them.
8.5 Once you and your preferred Supplier have agreed upon the Rates and Scope of logistics services, you will sign the relevant Supplier Services Agreement via FLOX digital signature functionality.
8.6 Once signed, the Supplier Services Agreement will constitute a legally binding contract between you and the Supplier governing the provision of the Supplier Services by the Supplier to you.
8.7 The Supplier will invoice you via FLOX for any payments due to it under a Supplier Services Agreement and any Add-On Services Agreement (in addition to any payments for any Add-On Services) and any such payments will be payable by you to the Supplier via FLOX payment functionality.
8.8 For avoidance of doubt, VCL is not a supplier of Supplier Services or Add-On Services and it does not have any liability either to the Supplier or the Customer under, the applicable Supplier Services Agreement(s) and Add-On Services Agreements (which are a legally binding contract between you and the Supplier) or in relation to any other failure of the Supplier to fulfil a Request or to comply with the terms of any Supplier Services Agreement or Add-On Services Agreement. In the case of any issues relating to the fulfilment or failure to fulfil a Request, the Customer must contact the Supplier via FLOX.
8.9 Cancellation and termination of Supplier Services by the Customer must be dealt with in accordance with the relevant Supplier Services Agreement and/or Add-On Services Agreement.
8.10 Unless explicitly specified otherwise in these Terms, VCL’s responsibilities and liabilities are limited to the Site and the provision of the FLOX Services.
8.11 You as the Customer, and not VCL, are solely responsible for ensuring that you comply with your obligations under the Supplier Services Agreement(s) and Add-On Services Agreement(s). If you anticipate any problems in complying with those obligations, you must immediately notify both the relevant Supplier and VCL.
8.12 As the Customer, you acknowledge that, in addition to any remedies the matched Supplier may have under the applicable Supplier Services Agreement and/or Add-On Services Agreement, any wilful or reckless breach of your obligations under such Supplier Services Agreement and/or Add-On Services Agreement will be deemed to be a material breach of these Terms entitling VCL to terminate your user account. Your attention is also drawn to the “Fair Play” obligations relating to Supplier Services Agreements and Add-On Services Agreements set out at clause 13 below.
9. USING THE SITE AS A SUPPLIER
9.1 If you are using the Site as a Supplier, the Site will require you to upload certain details including the location, capacity and facilities of your logistics service asset(s) and pricing structure so as to enable its matching technology to match you to Requests that you might be able to fulfil. By registering to use the Site as a Supplier, you warrant and represent to us that you have all necessary permissions, consents, authorisations, and licences to provide the Supplier Services using such warehouses and/or facilities.
9.2 You must ensure that the information that you upload to the Site is accurate and current. We accept no liability to you or any third party as a result of a failure by you to provide accurate and up-to-date information to us.
9.3 If FLOX receives a Request from a Customer and our matching technology indicates that you might be able to fulfil that Request (a “Customer Match”), you authorise us to calculate the price which would be applicable to the Request based on the pricing information you have provided and to present this information to the Customer, along with the live pricing information of any other Suppliers. Provided that the information submitted by the Customer in the Request is accurate, you shall honour the pricing information that you have provided to us and that we provide to the Customer on your behalf. We reserve the right to terminate your user account in the event that we suspect, acting reasonably, that you have provided artificially low pricing information to us in order to increase the likelihood of your being contacted by matched Customers.
9.4 We shall retain exclusive control of the order in which matched Suppliers will be displayed to Customers on the Site.
9.5 We do not accept responsibility or liability for the accuracy of Requests received from Customers and cannot guarantee that the details of such Requests or the contact details of Customers will be accurate.
9.6 FLOX makes no representation, warranty, guarantee, or promise that you as a Supplier will achieve any Customer Match.
9.7 Once you and your Customer Match have agreed upon the Rates and Scope of logistics services, you will sign the relevant Supplier Services Agreement via FLOX digital signature functionality.
9.8 Once signed, the Supplier Services Agreement will form a legally binding contract between you and the Customer governing your provision of the Supplier Services to the Customer.
9.9 For avoidance of doubt, VCL is not a customer of Supplier Services or Add-On Services and it does not have any liability either to the Supplier or the Customer under the applicable Supplier Services Agreement or Add-On Services Agreement (which are a legally binding contract between you and the Customer) or in relation to a Customer failing to fulfil any of its obligations in relation to a Request (including failure to pay). In the case of any issues relating to a failure of a Customer to comply with its obligations under a Supplier Services Agreement, Add-On Services Agreement, or other Request, you must contact the Customer via FLOX.
9.10 Unless explicitly specified otherwise in these Terms, VCL's responsibilities and liabilities are limited to facilitating the availability of the Site and the provision of the FLOX Services.
9.11 You as the Supplier are responsible for ensuring that you obtain and maintain appropriate insurance for the provision of the Supplier Services.
9.12 You as the Supplier, and not VCL, are solely responsible for ensuring that you comply with your obligations under the Supplier Services Agreement and Add-On Services Agreements. If you anticipate any problems in complying with those obligations, you must immediately notify both VCL and the Customer in writing.
9.13 You acknowledge that, in addition to any remedies the Customer may have under the applicable Supplier Services Agreement(s) or Add-On Services Agreement(s), any wilful or reckless breach of your obligations under such them will be deemed to be a material breach of these Terms entitling VCL to terminate your user account. Your attention is also drawn to the “Fair Play” obligations set out at clause 13 below.
10. INFORMATION EXCHANGE INTERFACE
10.1 The Information Exchange Interface is a function of the Site made available to Customers and Suppliers which allows Customers to communicate with Suppliers following a Customer Match.
10.3 No statements made in the Information Exchange Interface shall be capable of creating any legally binding obligation upon us and we shall not be responsible for any content created or posted on the Information Exchange Interface.
10.4 You are permitted to use the Information Exchange Interface solely to discuss Requests and Supplier Services and you shall not use the Information Exchange Interface for any other purpose.
10.5 The Information Exchange Interface may be unavailable at times for maintenance and we shall not be responsible for any errors, interruptions, deletions, or delays that you experience using the Information Exchange Interface. We will use commercially reasonable endeavours to notify you in advance of any planned maintenance to the Information Exchange Interface.
10.6 These content standards apply to any and all material which you contribute to the Information Exchange Interface (each a “Contribution”), and to any interactive services associated with it. These standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole. You must ensure that no Contribution will contravene any applicable laws and, in particular, that no Contribution will:
- provide any false, misleading, or inaccurate information;
- enter or input any special category personal data (as defined in Article 9 of the UK General Data Protection Regulation);
- promote or advertise FLOX's competitors or otherwise solicits business away from FLOX;
- circumvent or attempt to circumvent any fees which would or may otherwise be payable to FLOX in relation to Supplier Services;
- promote any illegal activity, be deceptive, defamatory of any person or legal entity, obscene, offensive, hateful, inflammatory or be likely to harass, upset, embarrass, alarm, or annoy any other person;
- infringe any intellectual property rights of any other person or breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence or privacy;
- provide a means through which you will derive any compensated or monetary benefit by any third party or which could be construed as an advertisement;
- alter, steal, corrupt, disable, destroy, trespass, circumvent or violate any security or encryption of the Site, the Information Exchange Interface or any computer file, database or network nor provide a means of doing the same;
- be defamatory of any person;
- be obscene, offensive, hateful, or inflammatory;
- bully, insult, intimidate or humiliate;
- promote sexually explicit material;
- promote discrimination based on race, religion, nationality, disability, age, sex, sexual orientation, gender reassignment, marriage or civil partnership, or pregnancy or maternity;
- be likely to deceive any person;
- breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- promote any illegal content or activity;
- be in contempt of court;
- promote violence or be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience, or needless anxiety;
- be likely to harass, upset, embarrass, alarm, or annoy any other person;
- impersonate any person or misrepresent your identity or affiliation with any person;
- give the impression that the Contribution emanates from FLOX if this is not the case;
- advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
- contain any statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation, or instigation of acts of terrorism; or
- contain any advertising or promote any services or web links to other sites.
10.7 Failure to comply with clause 10.6 constitutes a material breach of these Terms and may (amongst other remedies) result in our withdrawal of your right to use the Site, termination of these Terms, our taking legal action against you and/or disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
10.8 We reserve the right to terminate your access to the Information Exchange Interface at any time without notice and for any reason.
10.9 We reserve the right to remove the Information Exchange Interface from the Site without notice and for any reason.
10.10 If you have any concerns or complaints or want to report an issue related to the Information Exchange Interface please contact FLOX by email at: email@example.com.
11. ANALYTICS SERVICES
11.1 We will track and record the payment information contained in all invoices issued pursuant to the Supplier Services Agreements and Add-On Services Agreements in order to provide certain analytics services (the "Analytics Services"). The scope of the Analytics Services will vary from time to time, but may include providing Customers with certain metrics to enable them to track their warehousing spend.
11.2 We will not share your individual warehousing costs, or any other information from which you could be identified, with any other Customer or Supplier, but you agree that we may include the information taken from your invoices in aggregated statistics, which will be available to all users of the Site. Such information will be fully anonymised and contain no personal data.
11.3 You hereby irrevocably and unconditionally agree to our collection, storage, aggregation, adaptation, and publication of the anonymised information contained in the invoices issued pursuant to the Supplier Services Agreements and/or Add-On Services Agreements for the purpose of providing the Analytics Services.
12. SUPPLIERS: PAYMENT
12.1 The Supplier Services Agreements and any Add-On Services Agreements must set out full details of all fees and charges payable to the Supplier by the Customer in relation to the provision of the relevant Supplier Services and/or Add-On Services (the “Service Fees”).
12.2 The commission or other fees payable to VCL in respect of the provision of the FLOX Services (the “FLOX Fees”) and are set out in the Supplier Services Agreement. The FLOX Fees will be payable to us in accordance with the terms of the Supplier Services Agreement.
13. “FAIR PLAY” PROVISIONS
13.1 You acknowledge that the FLOX Services provide a platform introducing you to Customers or Suppliers (as applicable) and allowing you to make contact and engage with such Customers or Suppliers (as applicable) for the provision or receipt (as applicable) of Supplier Services.
13.2 Accordingly, whether you are a Customer or a Supplier, you agree not to take any steps that have the aim or effect of avoiding, or reducing the amount of the FLOX Fees that would be paid to FLOX had those steps not been taken. These steps include (but are not limited to) the following:
- using the Site to identify or make contact with a prospective Customer or Supplier and subsequently contacting and dealing with that Customer or Supplier for the provision or receipt of services (including Add-On Services) directly or otherwise than through use of the Site; or
- being involved in the provision or receipt of Supplier Services to a Customer or from a Supplier (as applicable) using the Site and subsequently providing or receiving services (including Add-On Services) to the same or a related Customer or from the same or a related Supplier (as applicable) directly or otherwise than through use of the Site.
13.3 In addition, you agree to act reasonably and in good faith in relation to the provision or receipt of Supplier Services. This includes (but is not limited to) the Request process, and you also agree to operate within the letter and the spirit of any Supplier Service Agreements and Add-On Services Agreements. This includes (without limitation) not taking any actions that are intended to gain an unfair advantage over another Customer or Supplier, such as effecting significant and/or sudden price increases (in the case of a Supplier) or knowingly giving inaccurate information in a Request (in the case of a Customer).
13.4 In addition to our rights under clauses 19.4 and 19.5, you will on first demand fully, irrevocably, and unconditionally indemnify us and keep us fully, irrevocably, and unconditionally indemnified from and against any breach by you of clauses 14.2 and 14.3 in respect of any FLOX Fees which would have otherwise been due to us and our reasonably incurred legal costs. For these purposes, the applicable FLOX Fees shall, unless VCL agrees otherwise, be based on the pricing information that the relevant Supplier has provided to us pursuant to clause 9.1 and calculated in accordance with the Supplier Services Agreement in place between VCL and the relevant Supplier.
14. DATA PROTECTION
15. ACCEPTABLE USE OF THE SITE
15.1 VCL wishes to encourage Customers and Suppliers to adopt the highest standards of conduct and performance in the provision and receipt of Supplier Services. Accordingly, we require FLOX users to adhere to the terms set out in this clause 15. Please note that the provisions of this clause 15 apply not only in relation to the use of the Site and the receipt of the FLOX Services, but also in relation to the provision and receipt of Supplier Services.
15.2 Without prejudice to the requirements set out at clause 10, your use of the Site and receipt of the FLOX Services and your provision or receipt of Supplier Services shall:
- be only for lawful purposes and shall not breach any applicable local, national or international law or regulation;
- not be in breach of these Terms or knowingly in breach of any Supplier Services Agreements or Add-On Services Agreements in effect between you and another Customer or Supplier;
- not be used to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
- not be used to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
- not be used to access or reproduce or copy without authority, interfere with, damage or disrupt any part of the Site.
15.3 When using the Site, you must not do or attempt to do any of the following:
- infringe our Intellectual Property Rights or any other person, including (but not limited to) by copying, reproducing, distributing, republishing, downloading, displaying, posting or transmitting in any form or by any means any content of the Site except as permitted under these Terms and any other applicable terms agreed between you and VCL;
- access the Site in such a way as to (or commit any act that would or does) impose an unreasonable or disproportionately large burden on our infrastructure or that otherwise interrupts or interferes with the Site’s functionality, efficiency, or operation;
- execute any form of network monitoring which will intercept data not intended for you;
- engage in any criminal activity in connection with the use of the Site; or
- use the Site for any purpose or in any way that is unlawful under applicable law or is prevented by any of our terms, or in any way that is fraudulent or has a fraudulent purpose or effect;
- send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as stipulated in clause 10 above (the “Content Standards”);
- bully, insult, intimidate, humiliate, harass, threaten, demean, stalk, defraud, deceive, embarrass, or otherwise harm any other user of the Site or any other person;
- infringe or misappropriate (or encourage others to infringe or misappropriate) any right of a third party, including any third-party intellectual property right;
- interfere with security-related features of the Site, including (but not limited to) by: (i) disabling or circumventing features preventing or limiting the use or copying of any content; (ii) reverse-engineering or otherwise attempting to discover the Site’s source code; or (iii) attempting to circumvent password or other authorisation methods;
- copy, modify, reverse-engineer, decompile or disassemble, or otherwise tamper with, the Site software (whether in whole or in part) or create any derivative works from or of the Site software (and you must not authorise, encourage, or assist any other person to do so);
- interfere with the operation of the Site or our services or products or any user’s enjoyment of them, including (but not limited to) by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Site; (iii) collecting personal information about another user or third party without their consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to make the Site available;
- perform any fraudulent activity, including (but not limited to): (i) impersonating any person or entity; (ii) accessing any other user’s account without permission; and (iii) falsifying your personal details;
- sell or otherwise transfer access to your account to another person;
- simulate communications from us in order to collect identity information, authentication credentials, or other information from other people; or
- use proxy Internet Protocol (IP) addresses in order to attempt to hide the use of multiple accounts, or pretend to be located in a country different from where you actually reside.
- knowingly introduce or transmit any data (or send or upload any material) that contains viruses, trojans, worms, time bombs, logic bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to affect adversely the operation of any computer software or hardware, or other material that is malicious or technologically harmful;
- transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material, or any other form of similar solicitation (spam); or
- attempt to gain unauthorised access to the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
15.4 If you breach any of the above conditions, your licence to access and use the Site will cease immediately. We may, where appropriate, report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 In this clause 16, “Intellectual Property Rights” means any and all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
16.2 You acknowledge and accept that all Intellectual Property Rights subsisting in or arising out of or in connection with the Site and the provision of the FLOX Services shall be owned by, and shall remain owned by, VCL or its licensors (as applicable).
16.3 You are under no obligation to provide feedback, improvements, or other suggestions (“Feedback”) that might improve the Site or the FLOX Service. However, if you do so, you acknowledge that VCL is free to use such Feedback in any way and that VCL shall own any and all Intellectual Property Rights subsisting in or arising in relation to such Feedback as it may be incorporated into the Site or the FLOX Service. Accordingly, you hereby assign to VCL absolutely with full-title guarantee all property, right, title and interest in and to all present and future Intellectual Property Rights subsisting in any such Feedback, and irrevocably and unconditionally waive in favour of VCL any and all moral or equivalent rights that you may now or at any time possess in respect of the Feedback insofar as legally possible in any part of the world.
16.4 You may print off one copy, and may download extracts, of any page(s) from the Site solely for your personal use and you may draw the attention of others within your organisation to content posted on the Site.
16.5 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 or audio sequences, or any graphics separately from any accompanying text.
16.6 FLOX’s status (and that of any identified contributors) as the authors of content on the Site must always be acknowledged.
16.7 You must not use any part of the content on the Site for commercial purposes without obtaining a licence to do so from us or our licensors.
16.8 If you print off, copy, or download any part of the Site in breach of these Terms, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
16.9 "FLOX" is a trade mark of Value Chain Lab Ltd and may not be used by you in connection with any product or service that is not VCL’s or in any manner that is likely to cause confusion among any third party or in any manner that disparages or discredits us. You must not use such trade mark unless expressly authorised by us in writing.
16.10 When providing us with content (including causing content to be posted on the Site or otherwise using the FLOX Services), you grant to VCL a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, fully paid-up, sublicensable (through multiple tiers) licence to use the content (including, without limitation, creating and using derivative works). You authorise us to exercise any and all copyright, trade mark, publicity, database, or other Intellectual Property Rights you have in or to such content in any media known now or developed in the future for these purposes. Further, to the fullest extent permitted under applicable law, you waive your moral rights in such content and promise not to assert such rights or any other Intellectual Property Rights you have in such content against us, our sublicensees or our assignees.
17. DO NOT RELY ON INFORMATION ON THIS SITE
17.1 The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Site.
17.2 Although we make reasonable efforts to update the information on the Site, we make no representations, warranties or guarantees, whether express or implied, that the content on the Site is accurate, complete, or up to date.
18. LIABILITY AND ADDITIONAL DISCLAIMERS
18.1 Nothing in these Terms shall limit or exclude either your or VCL’s liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
- any other liability which cannot be limited or excluded by applicable law.
18.2 Subject to clause 18.1, VCL shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising directly or indirectly under or in connection with these Terms, your use of, or inability to use the Site or your use of reliance on any content displayed on the Site.
18.3 VCL shall not be liable for any:
- direct or indirect loss of profits;
- direct or indirect loss of sales, revenue, or business;
- direct or indirect loss of agreements or contracts;
- direct or indirect loss of anticipated savings;
- business interruption;
- loss of use or corruption of, or damage to, software, data, or information;
- direct or indirect loss of business opportunity, or direct or indirect loss of or damage to goodwill or reputation; and
- any indirect, special, or consequential loss or damage.
18.4 Subject to clause 18.1, VCL excludes all liability for any loss or damage arising from the use of any interactive service by a user in contravention of our Content Standards set out in clause 10 above and/or for any action we may take in response to breaches of the Content Standards. The actions we may take are not limited to those described in clause 10 above, and we may take any other action we reasonably deem appropriate.
18.5 Subject to clause 18.1, VCL's total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms shall be limited in the aggregate to (and shall not exceed) the sum of £5,000.
18.6 To the fullest extent permitted under applicable laws, VCL excludes all implied conditions, warranties, representations, or other implied terms that may apply to the Site or any content on it.
18.7 VCL does not guarantee that the Site will be secure or free from bugs or viruses. You are responsible for configuring your information technology to access the Site. You should use your own virus-protection software.
18.8 In providing the FLOX Services, VCL does not endorse any Customer, Supplier or Supplier Services. Your interaction with any Supplier or Customer is solely at your own risk. You acknowledge, understand, and accept that:
18.9 Accordingly, to the fullest extent permitted under applicable laws, we shall not be liable in any way for any losses, liabilities, claims, demands, or damages (howsoever caused) that you, your staff, your agents, your affiliates, or your subcontractors may incur or suffer directly or indirectly and arising out of, due to, or in connection with any acts, errors, omissions, representations, warranties, breaches, or negligence of any Supplier or Customer with which you may enter into any Supplier Services Agreement or Add-On Services Agreement. We shall not be vicariously liable for any acts, errors, omissions, representations, warranties, breaches, or negligence of any such Customer or Supplier.
18.10 Customers and Suppliers are required by VCL to provide accurate information. We do not routinely attempt to verify information provided by Customers and Suppliers and we make no representations, warranties, promises, or guarantees in relation to: (i) the accuracy of such information; or (ii) any Customer’s or Supplier's identity. If you become aware that any Customer or Supplier has provided false or misleading information to VCL, please inform us immediately by emailing us at firstname.lastname@example.org.
18.11 Where the Site contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked third-party websites or information you may obtain from them. We have no control over the contents of those third-party websites or resources.
18.12 By using the Site or FLOX Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Customers or Suppliers will be limited to a claim against the particular Customer or Supplier under the applicable Supplier Services Agreement. Our liability to you is limited to the provision of the Site and FLOX Services as set out in this clause 18.
18.13 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
19.1 These Terms shall be effective until such time when you or VCL terminate the Terms as described below.
19.2 You may terminate these Terms at any time by notifying us by email to email@example.com.
19.3 Without limiting our rights specified below, VCL may terminate these Terms for any reason at any time by giving you notice via email to the email address associated with your account.
19.4 VCL may immediately terminate these Terms by notifying you in writing (such notification having immediate effect) if: (i) you have materially breached these Terms; (ii) you have provided inaccurate, fraudulent, outdated or incomplete information to VCL or a Customer or Supplier; (iii) you have violated applicable laws, regulations or third party rights; or (iv) VCL believes in good faith that such action is reasonably necessary to protect the safety or property of other users of the Site or FLOX Services, VCL or third parties, for fraud prevention, risk assessment, security or investigation purposes.
19.5 In addition VCL may deactivate or delay the notification of Requests or limit your use of or access to the Site (including the Information Exchange Interface) or the FLOX Services if: (i) you have breached these Terms, whether in a material and non-material manner; or (ii) VCL believes in good faith that such action is reasonably necessary to protect the safety or property of other users of the Site, VCL or third parties, for fraud prevention, risk assessment, security or investigation purposes.
19.6 In case of non-material breaches and where appropriate, you will be given notice of any measure by FLOX and an opportunity to resolve the issue to VCL's reasonable satisfaction.
19.7 If you or we terminate these Terms for any reason (or if these Terms expire):
- any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after such termination or expiry shall remain in full force and effect;
- any Agreement that is effective between you and VCL will remain in effect;
- any FLOX Fees owing by you to us under and in accordance with the Terms shall become immediately due and payable;
- any Supplier Services Agreements or Add-On Services Agreements in effect between you and any Customer or Supplier at the date of termination shall not be affected and will continue in effect in accordance with its terms until terminated or expired. In addition, you acknowledge that these Terms may continue (and VCL may continue to provide the FLOX Services) in relation to any such Supplier Services Agreements or Add-On Services Agreements in effect at the date of termination.
20.1 Subject to and save as expressly permitted in clause 20.2 below, each party (the “Receiving Party”) undertakes that it shall not at any time during the term, and for a period of five years after termination or expiry of these Terms, disclose to any third party any confidential information of the other party (the “Disclosing Party”) concerning the business, current and future business plans, development plans, strategies, methods, operations, processes, affairs, know-how, trade secrets, customers, clients, or suppliers of the Disclosing Party. For the avoidance of doubt, confidential information shall include any information expressly identified by the Disclosing Party as confidential or privileged, as well as any information whose disclosure would, or would be likely to, prejudice the commercial interests of the Disclosing Party.
20.2 The Receiving Party may disclose the Disclosing Party’s confidential information:
- to its employees, officers, staff, personnel, representatives, subcontractors, and/or professional advisers (“Recipients”) who strictly need to know such information for the purposes of carrying out the Receiving Party’s obligations under these Terms (provided that the Receiving Party shall ensure that such Recipients comply with this clause 20;
- if the Disclosing Party expressly consents to such disclosure beforehand in writing; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that, where you are the Receiving Party, you shall (as far as permitted under applicable laws) give to us prompt written notice of such requirement and you shall fully co-operate our reasonable requirements in relation to any disclosure you are required to make before making such disclosure.
20.3 No Receiving Party shall use a Disclosing Party’s confidential information for any purpose other than to perform its obligations and exercise its rights under these Terms.
21.1 We shall not be liable to you if we are hindered or delayed in, or prevented from, performing our obligations under these Terms due to any event or series of events beyond our reasonable control.
21.2 VCL may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights under these Terms and may subcontract or delegate in any manner any or all of its obligations under these Terms to any third party or agent.
21.3 You shall not, without the prior written consent of VCL (such consent being at VCL’s absolute and sole discretion), assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under these Terms.
21.4 These Terms, together with any relevant Commission Agreement (where you are acting as a Supplier), constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
21.5 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
21.7 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.
21.8 Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by FLOX: (i) via email (in each case to the address that you provide); or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
21.9 With the exception of any of our affiliates, no-one other than a party to these Terms shall have any right to enforce any of its terms.
21.10 No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these Terms.
21.11 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
21.12 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms or their validity, subject matter, or formation.