Terms and Conditions

ConeX Portal Ltd

Terms & Conditions of Service

These Terms of business and Our privacy policy are available for Your perusal on Our website at www.conex-portal.co.uk. Together with the NDA (if applicable), these Terms are the Conditions on which We supply products to You, including goods, Services, or digital content, and as otherwise known as an ‘Order’ throughout these Terms.

By placing an Order You are agreeing to be bound by these Terms. Please therefore read these Terms carefully, before submitting an Order.

These Terms tell You who We are, how We will provide products to You, how You and We may amend or terminate an Order, what to do if there are any issues with Your Order, and any other important information. If You are unsure of any part of these Terms, then please contact Us for clarification.

1. Definitions 1.1 Seller: Conex Portal Ltd, company number 12465801, whose registered office is at Rose Cottage, Fore Street, St Cleer, Cornwall, PL14 5DA. The Seller will also be referred to as ‘Us’, ‘We’, and ‘Our’ throughout these Terms. We may be contacted by telephone on 07773 033856 or by email at info@conex-portal.co.uk.

1.2 Buyer: The individual, partnership, or incorporated entity ordering the goods/services from the Seller. The Buyer shall also be referred to as ‘You’ or ‘Your’ throughout these Terms.

1.3 Conditions: The Terms and Conditions of sale as set out in this document, together with any special Terms and Conditions clearly and expressly agreed in writing between Buyer and Seller.

1.4 Placing an Order: You will be deemed to have placed an Order with Us when You have paid and completed Your subscription details.

1.5 Subscription Documentation: Upon registering interest to use Our Services You will be sent Your Subscription Documentation. This includes a basic setup questionnaire and a payment setup request.

1.6 Parties: Buyer and Seller.

1.7 Services: The Services supplied by the Seller to the Buyer, as better set on Our website.

1.8 Fee: The amount of money payable by the Buyer for the Services provided by Conex Portal Ltd.

1.9 Privacy Policy: The document contained on Our website which explains the way We process any personal data relating to You.

1.10 NDA: The Seller’s Non-Disclosure Agreement, as to be signed by the Buyer if deemed necessary.

1.11 Intellectual Property Rights : 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. We own all intellectual property rights relating to the Website, including the database, design, text, graphics and layout formats and You agree not to use or copy the same or any part without Our prior consent.

1.12 Confidential Information: Any information relating to the Buyer’s Order not already in the public domain through no fault of the Seller, including all Intellectual Property, sketches, client names, company names, prototypes, and all associated technical know-how, and any providers of the associated technology, trade secrets, financials, manpower, marketing plans, web content and layout, ideas, drawings, research, development, Incidents, remuneration, expansion plans, trading position, relationship with third parties and remuneration and benefits of those third parties, and any other information marked as or communicated to the Seller by the Buyer, whether made orally or in writing, to be Confidential.

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings (The singular shall include the plural, and vice versa. Any reference to one gender shall include the other): Sam Baynham Managing Director Conex Portal Ltd www.conex-portal.co.uk info@conex-portal.co.uk

2. Disclaimer 2.1 Although Our service is heavily moderated and every effort is made to ensure manufacturers and product developers and their associated companies listed on ConeX Portal are legitimate, reputable and have appropriate advertised qualifications, We cannot be held responsible for any work carried out or goods supplied. We do not control or cannot be held responsible for prices of such services, products and goods, suitability of work, companies and suppliers listed on or linking to www.conex-portal.co.uk

2.2 We accept no liability for any transaction which takes place between You and visitors to the Website nor do we accept any responsibility or liability for any loss suffered by You or by any of Your customers or any other person arising out of Your entry on the Website.

3. Links 3.1 Our website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about You. We do not control these third-party websites and are not responsible for their privacy statements. When You leave Our website, We encourage You to read the privacy policy of every website You visit.

4. Orders 4.1 Upon Your request to place an Order with Us, We will submit Your Subscription Documentation, which can be completed online, for You to provide Us with the following information: 4.1.1 Your name.

4.1.2 Business/company name and number.

4.1.3 Your email address.

4.1.4 Your telephone number.

4.1.5 Your business address.

4.1.6 Detailed company services.

4.1.7 Product portfolio imagery and branding.

4.1.8 Your subscription payment details.

4.2 Upon Our receipt of Your completed Subscription Documentation, We will then upload Your details onto the Website and make the Service available to You, via a secure login.

4.3 An Order is placed when You return the Subscription Documentation. It is therefore Your responsibility to check the details in these documents carefully.

4.4 You agree that the information you provide us on sign up for the Service is full and accurate and not misleading or untrue in any way.

4.5 It is Your responsibility to update us of any changes to that information by emailing info@conex-portal.co.uk

4.6 On registration, You will be allocated a username and password, We recommend You change Your password straight away. You are responsible for all use of Your username and for preventing unauthorised use of Your account.

4.7 You must always keep up to date with Your public liability insurance cover, up to date membership of trade bodies and such qualifications as required by law.

4.8 We reserve the right to refuse an Order or terminate a subscription early on any grounds, including: 4.8.1 Our reasonable belief of potential Intellectual Property infringement.

4.8.2 We believe You are in breach of the Terms outlined in this document.

4.8.3 We are unable to meet Your expectations or deadlines.

4.8.4 There is an error in the price or description of the product.

4.9 You also agree that it is in Your interest for us to be able to remove from the Website and company and user who is detrimental, dishonest, unreliable, or not qualified.

5. Fees 5.1 The fee for Your subscription is payable on a monthly payment plan, unless agreed otherwise. And payment will be taken on the same day of every month, agreed in writing during the sign-up process.

5.2 We are under no obligation to provide the Service until the Subscription Fee has been paid in full.

5.3 If You cancel a subscription for any reason Your profile will be removed at the next payment date.

Sam Baynham Managing Director Conex Portal Ltd www.conex-portal.co.uk info@conex-portal.co.uk

6. Obligations 6.1 It is the Seller’s responsibility to meet the following obligations: 6.1.1 Carry out all supplier profile setup in a timely and efficient manner.

6.1.2 Carry out any required edits to a supplier profile in a timely and efficient manner.

6.1.3 Always maintain best practices.

6.1.4 Use all reasonable endeavours to meet any deadline dates specified, although such deadlines are only estimates and may be liable to change.

6.1.5 Comply with all laws and safety requirements.

6.2 It is the Buyer’s responsibility to meet the following obligations: 6.2.1 Ensure their Order to be complete and accurate before submitting their subscription documentation.

6.2.2 Always communicate all requirements clearly and reasonably satisfy yourself of Our understanding.

6.2.3 Co-operate with Us in all matters relating to the Order.

6.2.4 Obtain and maintain all necessary licences, permissions and consent which may be required for the Services before the date on which the Services are due to start.

6.2.5 Ensure that in carrying out the Order, no Intellectual Property Rights whatsoever are being infringed

6.3 You must always keep up to date with Your public liability insurance cover, up to date membership of trade bodies and such qualifications as required by law.

7. Intellectual Property, Design Rights and Patents 7.1 The Seller hereby warrants that the use and adaptation of the Buyer’s Intellectual Property associated with their profile is the Buyer’s exclusive property, and the use of such Intellectual Property will be at the sole discretion of the Buyer, and the Seller hereby has the Buyer’s authority to use and adapt such Intellectual Property in the fulfilment of the Order.

8. Limitation of Liability 8.1 In conjunction with all other clauses limiting Our liability You hereby release Us, together with Our employees, agents, and successors in any rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to Your: 8.1.1 Negligence in failing to ensure that no third Party’s Intellectual Property Rights will be infringed in the carrying out of Your Order or manufacture of the product thereafter.

8.1.2 Failure or delay performing any of Your obligations as set out in these Terms.

8.1.3 Reliance on deadlines and timescales, although We endeavour to honour these in Our communication.

8.1.4 Misuse of the service contrary to any of Our instructions.

8.2 We accept no liability for any transaction which takes place between You and visitors to the Website nor do we accept any responsibility or liability for any loss suffered by You or by any of Your customers or any other person arising out of Your entry on the Website.

8.3 We will not be liable for any business losses such as data, profits or business interruption arising from Your use of the Service and/or the Website or from any action taken as a result of using the Service.

8.4 Nothing in these Terms of business limits or excludes liability of either Party for death or personal injury caused by negligence, fraud, or wilful misconduct by the other Party.

8.5 In any claim You make against Us whatsoever, You hereby release any of Our employees, agents, and consultants of any sort from liability.

9. Force Majeure 9.1 If either Party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such Party shall be excused the performance for so long as such cause of prevention or delay shall continue.

9.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under these Terms as a result of a force majeure event.

9.3 For the purpose of these Terms ‘force majeure’ shall be deemed to be any cause affecting the performance of these Terms arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such Party and inter alia including, but not limited to: 9.3.1 Strikes, lockouts or other industrial action.

9.3.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war.

9.3.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, bad weather or other natural physical disaster.

9.3.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

9.3.5 Political interference with the normal operations.

Sam Baynham Managing Director Conex Portal Ltd www.conex-portal.co.uk info@conex-portal.co.uk

10. Termination 10.1 Conex Portal Ltd may terminate the Services and the Terms via written communication to the Buyer with immediate effect should You fail to make any payments due under these Terms.

10.2 Without limiting its other rights or remedies, each Party may terminate these Terms with immediate effect by giving written notice to the other Party if: 10.2.1 The other Party commits a material breach of its obligations under these Terms and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so.

10.2.2 The other Party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business.

10.2.3 The other Party’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under these Terms has been placed in jeopardy.

10.2.4 The other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

10.3 On termination of these Terms for any reason: 10.3.1 The Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer within 14 days of receipt.

10.3.2 The accrued rights and remedies of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry.

10.3.3 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

11. General 11.1 We will use all reasonable skill and care in making the Service and the Website available to You and in ensuring its availability during Your Subscription period.

11.2 Due to the nature of the Internet, errors do occur, and We do not give any other warranties in respect of the Service and the Website. We cannot guarantee that the Website is free from viruses or anything else that has contaminating or destructive properties.

11.3 Nothing in these Terms is intended or deemed to establish any partnership or joint venture between any of the Parties, nor constitute either Party the agent of another Party for any purpose. Neither Party shall have authority to act as agent for or to bind the other Party in any way.

11.4 These Terms of business are meant to be read as a whole document. Each clause heading and subheading is merely there for guidance and shall not affect the interpretation of these Terms.

11.5 These Terms of business shall create no third-Party rights, authority, benefits, or enforceability, including any implied by the Contracts (Rights of Third Parties) Act 1999

11.6 These Terms contain the entire agreement and understanding of the Parties relating to the subject matter of these Terms and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between the Parties, whether written or oral.

11.7 Variation. Except as set out in these Terms, no variation of these Terms, including the introduction of any additional Terms and Conditions shall be effective unless it is agreed in writing and signed by the Seller.

11.8 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

11.9 Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).