Member Terms
The Member Terms are the terms and conditions which govern the use of the Platform by Members (and their Users).
MEMBER TERMS AND CONDITIONS
1. Introduction
1.1 These terms and conditions are applicable to the use of the Platform (the “Terms”) by You as Member. Please read these Terms carefully as they set out how You may make use of the Platform and will be binding on You. These Terms will be accessible to You for Your future reference within “Your profile” on the Platform.
1.2 By accepting these Terms and using the Platform, a binding contract is created between You and Us. You (the person reading these Terms) agree that you have the relevant authority to enter into these Terms on behalf of the Member and to bind the Member to these Terms.
1.3 Any reference to “You” or “Your” in these Terms shall apply at all times to “you” as a Member unless stated otherwise and any reference to “We”, “Us” or “Our” is to Navigator Global Limited (Company Number 01562865) whose registered office is at 2 Triton Square, Regent’s Place, London, NW1 3AN (and its successors, assigns and transferees).
1.4 The specific obligations and conduct terms for Users are set out in the Schedule to these Terms (User Terms).
2. Definitions
The following definitions apply in these Terms:
Affiliate | means, in relation to either You or Us, any subsidiary, subsidiary undertaking and holding company of that party (as those terms are defined in sections 1159 and 1162 of the Companies Act 2006), and any subsidiary or subsidiary undertaking of such holding company. |
Agreed Purpose | means as described in Annex 1 to these Terms. |
Applicable Law | means any (a) statute, statutory instrument, bye-law, order, regulation, directive, treaty, decree, decision within the jurisdiction of England and Wales (including any common law or civil law judgment, demand, order or decision of any court, regulator (including a Regulator) or tribunal); (b) Sanctions Laws, legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body (including a Regulator); and/or (c) legally binding industry code of conduct or guideline, which in each case, are in force and/or amended from time to time and relate to these Terms and/or the subject matter of it, the Use of the Platform and/or Our business or the business of any other of Our Affiliates. |
Community Forum | the Community Forum feature made available on the Platform by Us. |
Community Forum Guidelines | means the guidelines governing use of the Community Forum which can be found upon entering the Community Forum, as may be amended, or updated from time to time. |
Confidential Information | means any and all written, electronic and oral information disclosed by one party to the other party pursuant to, or otherwise in connection with, these terms and conditions including, without limitation, information relating to either party’s products, services, clients, providers, suppliers, operations, processes, plans or intentions, know-how, intellectual property, market opportunities and business affairs whether in writing, orally or by any another means and whether directly or indirectly. |
Cookies Policy | means the cookies policy for the Platform available at navigator.global/gb/en/cookie-policy as may be amended by Us from time to time. |
Credentials | means any user identification code, password or any other piece of information provided to, or used by, You, to access the Platform. |
Data Protection Law | means, in each case as applicable, the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and all applicable laws relating to the processing of personal data and privacy pursuant to these Terms, which may include the European Union General Data Protection Regulation 2016/679 (EU GDPR) , any applicable laws on data protection that are mandatory in the country You are registered in, and also including where applicable the guidance and codes of practice, to the extent legally binding, issued by applicable Regulators.
Any reference in these Terms to “controller”, “data subject”, “personal data breach”, “personal data”, “processing” and “processor”, “and shall have the meaning set out in, and will be interpreted in accordance with the UK GDPR. |
Intellectual Property Rights | means copyright and rights in the nature of copyright, patents, trademarks, service marks, design rights, database rights, any applications for the foregoing, moral rights, know-how, rights in confidential information, rights in domain names and any other intellectual property rights (and any licences in connection with the same) (whether registerable or not) which may now or in future be recognised in any country and whether subsisting in the United Kingdom or any other part of the world. |
Member | means a registered member organisation of the Platform and having access to the Platform. |
Member Bank | means the Provider that is a bank. |
Membership | means being a Member of the Platform. |
Membership Period | means the recurring period of time of Your Membership between renewals as You have selected in the Platform. |
Membership Tier | means the level of Membership (and features and content) that the Member has selected to subscribe and has access to. |
Non-Renewal | means Your Membership not renewing (and therefore terminating) at the end of the relevant Membership Period. |
Notice Period | means the minimum period of time in advance of a new Membership Period commencing, to provide notice of Non-Renewal. |
Our Data | means any data (including personal data and Confidential Information), text, drawings, diagrams, images or other information (together with any database made up of any of these) embodied in any electronic, magnetic, optical or tangible media that relates to any of Our Group Members, or any of its employees, contractors or clients (or their respective operations, facilities, assets, products, research, sales, transactions, employees or other personnel), and which: (a) are received or acquired by You because of Your or a Users’ Use and access to the Platform; or (b) are supplied to You by or on behalf of Us in connection with these Terms. |
Our Group Member | means Us and each of our Affiliates. |
Permitted Recipient | means Your employees and third parties engaged to perform obligations in connection with these Terms. |
Platform | means the Navigator Global platform for sharing content and know-how concerned with facilitating import-export business. |
Platform Content | means information, content, events, activities and materials contained on or accessed via the Platform including but not limited to, all Our Data, texts, photographs, illustrations, brands, trade marks, logos, graphs, designs, interfaces or other distinctive signs and any other information, content or services available through the Platform. |
Premium Membership | means the Membership Tier which provides support to exporting businesses to help them expand and optimise their trading activity in existing markets, to grow further through trade with new markets, and to establish a physical presence in markets the detail of which is set out more fully in navigator.global/gb/en/membership-key-facts. |
Privacy Notice | means the Privacy Notice for the Platform available at navigator.global/gb/en/privacy-policy as may be amended by Us from time to time. |
Provider | means a third party who, directly or indirectly, provides content on the Platform or who gives information relating to its business or access to its services through the Platform, which may be of interest to a Member and/or User in connection with its business and/or their role or responsibilities. |
Regulator | means (as the case may be) the Financial Conduct Authority, the Prudential Regulation Authority, the Bank of England, the Information Commissioner’s Office and/or such other governmental, regulatory or self-regulatory bodies as a Member or We or any of Our Group Members may from time to time be subject including the relevant enforcement agencies for financial crime, sanctions, terrorist financing, modern slavery, bribery and corruption. |
Sanctionable Activity | any activity or transaction that may violate Sanctions Laws or regulations applicable including without limitation activity or transaction that may result in designation or any activity or transaction that evades or avoids, or has the purpose of evading or avoiding, Sanctions Laws. |
Sanctioned Country | any country or territory that is, or whose government is, subject to country or territory wide Sanctions, including all persons and companies that are incorporated, resident or domiciled in such country or territories. |
Sanctioned Government | The government of a Sanctioned Country and including without limitation, the government of Venezuela, Cuba, Russia, Belarus and any de facto authorities in Afghanistan, including the Taliban and all offices and instrumentalities of such government and any government owned or controlled enterprises, together with their agents or representatives wherever located. |
Sanctions Authority | is defined in the definition of Sanctions Laws. |
Sanctions Laws | means the financial, trade or other sanctions laws, regulations or embargoes imposed, administered and enforced by the United Nations Security Council, the European Union, the United States of America and the United Kingdom (each, a “Sanctions Authority”) and other applicable sanctions laws and regulations in the jurisdictions in which the Platform provides services. |
Sanctions List | any sanctions related list issued, administered and maintained by any Sanctions Authority, including, without limitation: – the United Nations Security Council Consolidated List; – the Specially Designated Nationals and Blocked Persons list maintained by the Office of Financial Assets Control; – the Consolidated List of persons, groups and entities subject to European Union financial sanctions maintained by the European Commission; – the Consolidated List of Financial Sanctions Targets and the Investment Ban Targets List maintained by the Office of Financial Sanctions Implementation and/or the UK Sanctions List maintained by the Foreign, Commonwealth & Development Office ; and/or – any other similar list issued or maintained by a Sanctions Authority; – each as amended, supplemented or substituted from time to time. |
Sanctioned Person | any person (company, entity, individual) that is: a) listed on, or 25% or more owned, or controlled (as such terms are defined and construed in the applicable Sanctions Laws) by a person listed on, or acting on behalf of a person listed on, a Sanctions List; (b) a Sanctioned Government or a member of a Sanctioned Government; (c) 25% or more owned, or controlled by a person located in or incorporated under the laws of any Sanctioned Country; (d) located in or incorporated under the laws of any Sanctioned Country or (e) otherwise a target of Sanctions Laws. |
Shared Personal Data | means the personal data which is disclosed or received between the parties pursuant to these Terms, as more fully described in Annex 1 to these Terms. |
Standard Membership | means the Membership Tier which provides support to empower and inspire businesses to make the first steps to growth through trade with new markets, the detail of which is set out more fully in navigator.global/gb/en/membership-key-facts. |
Subscription Fee | means the periodic fee for Membership during a Membership Period, as set out in the Platform and payable in advance of the Membership Period |
System Data | means any data (including personal data) that is collected, processed, or derived by the Platform and/or Us (including data derived and/or produced from such data, which may include aggregated and/or anonymised data sets) during the operation of the Platform, including performance metrics, diagnostics, usage patterns, usage data, statistics, insights and technical logs. |
UK GDPR | has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018. |
Third Country | means a country or jurisdiction which is not in the European Union and not the UK. |
Third Country Agreement | means (i) Standard Contractual Clauses together with the International Data Transfer Addendum issued by the ICO pursuant to section 119A Data Protection Act 2018; (ii) Standard Contractual Clauses and the International Data Transfer Agreement issued by the ICO pursuant to section 119A Data Protection Act 2018; or (iii) any other standard contractual clauses for international data transfers required by Data Protection Law. |
TRA | means a transfer risk assessment on the Data Protection Laws and Applicable Laws related to privacy and the processing of Personal Data applicable to the data importer of the Personal Data in order to assess whether the relevant data subjects will continue to have a level of protection after the transfer essentially equivalent to that provided by applicable Data Protection Laws. |
UK | means the United Kingdom of Great Britain and Northern Ireland. |
Use | means in respect of the Platform, registering to use it, accessing, browsing, searching, networking, inputting information, navigating the open sections of the Platform, obtaining information, reviewing content on the Platform, accessing virtual events and activities via the Platform, connecting with Providers on the Platform or using the contact details of Providers made available on the Platform to engage with Providers separately from the Platform. |
User | means any authorised personnel of the Member selected by it to have access to and Use the Platform on its behalf subject to these Terms and any limits under its subscription. |
Working Day | means Monday to Friday inclusive, excluding any English bank or public holiday. |
3. Payment, cancellation and duration
3.1 Your first Membership Period starts on the date You register and pay the initial Subscription Fee. The Subscription Fee will be payable by You by card payment at and the start of each Membership Period. You are responsible for any fees that are payable including any processing or other fees charged by the issuing bank/payment provider. The Subscription Fee is exclusive of all taxes (including, but not limited to, VAT), duties, contributions, and levies which, if applicable, shall be payable by the You in addition to the Subscription Fee.
3.2 We will start providing your Membership when your first User logs into the Platform, and we will treat this as You requesting to Use the Platform.
3.3 If your first Membership Period is 12 months or more, and You cancel the subscription within 14 days of Your first Membership Period, then We will refund to You any Subscription Fee paid at that point for the relevant Period. If your first Membership Period is less than 12 months, you have not requested to Use the Platform, and You cancel the subscription within 14 days of Your first Membership Period, then We will refund to You any Subscription Fee paid at that point for the relevant Period.
3.4 Any such refund can only be made to the payment card that was used for the original purchase, unless it has expired, in which case we will contact You. If you cancel the subscription on the terms of this section 3 then You will not be entitled to access or subscribe to the Platform again for a further 12 month period (unless We agree otherwise in writing).
3.5 Your subscription and each Users’ Use of the Platform for any Period are at all times subject to Our rights of termination as mentioned within these Terms.
3.6 You may give notice of Non-Renewal by writing to support@navigator.global or via the Platform . Unless we agree to a shorter time period, the Notice Period for Non-Renewal is thirty (30) days, unless your Membership Period is one (1) month of less, in which case it is three (3) days. We will contact you before the Notice Period begins advising You of Your right to opt out from the renewal and how to do so. We will also give You details of the Subscription Fees which will be payable by You for the new Membership Period.
3.7 After each Membership Period, Your subscription and right to Use the Platform will automatically continue for a further Membership Period of the same type and length unless You have provided notice of Non-Renewal before the relevant Notice Period.
3.8 You agree that any eligibility for any discounts is ascertained at the time You subscribe to the Platform and pay the Subscription Fee and cannot be changed during the ensuing Period. You further agree that any discounts will only be available to You for the duration as We agree with You (and/or any third party provider) and as reflected in the Subscription Fees and will not automatically continue for any further Membership Period unless further agreed. Access to some Content may be subject to payment of an additional fee. All payments (including any applicable taxes) must be made in advance as indicated by Us.
3.9 At any time, We may increase the Subscription Fee by up to the percent increase in the UK retail price index over the previous 12 months, with such change in the Subscription Fee to take effect for the next Membership Period.
3.10 When You agree to pay a Subscription Fee, You must provide Us with complete and accurate payment information. By submitting payment details, You confirm that You are authorised to use those payment details for this purpose and for the Use of the Platform. If We do not receive payment authorisation, any authorisation is subsequently cancelled and/or the card has expired, We will contact You to discuss this including alternative methods of payment. Notwithstanding this, We reserve the right to immediately terminate or suspend Your and Your Users’ access to the Platform.
3.11 When You pay a Subscription Fee, You must do so in compliance with all Applicable Laws, and You agree not to pay such fee, directly or indirectly, (i) on behalf of, or using funds from a Sanctioned Person, (ii) using funds arising of a Sanctionable Activity or (iii) from a Sanctions Country.
4. Access and Registration
4.1 Your access and Use of the Platform will be in accordance with Your Membership Tier, whether Standard Membership or Premium Membership.
4.2 If You choose, or are provided with, a user identification code, password or any other piece of information as part of our security procedures then You must treat these as confidential and not disclose them to any unauthorised party.
4.3 We have the right to disable Your user (or any User) 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. If You know or suspect that anyone other than You knows Your or any User identification code or password, You must promptly notify Us at support@navigator.global or via the Platform. You shall be liable for any misuse of the Platform by any unauthorised party who accesses the Platform using Your user or any User’s identification code or password.
4.4 Users are only entitled to access and Use the Platform through Your subscription. If a User ceases to be an employee or contractor of Yours or otherwise ceases to be authorised to act on Your behalf then their right to access and their Use of the Platform through Your subscription shall terminate. You will notify Us if any of Your Users cease to be employed, contracted or authorised by You, and You will remain liable for any continued Use (or misuse) of the Platform by any User following the cessation of their employment or contract with You.
4.5 You undertake that You will promptly (following a request by Us) provide all documents and information requested by Us for Us to meet any requirements of and/or Our obligations under Applicable Law. Furthermore, You consent to Us passing such information or any such data or information We may derive about You and/or Your Users from the Platform to Our appropriate representatives for the purpose of analysing the same to ensure that We are compliant with all such Applicable Law.
4.6 We have the right to block access to the Platform from a Sanctioned Country or if the Use of the Platform may cause Us or You to breach Sanctions Laws or Applicable Laws.
5. Intellectual Property Rights and Hyperlinks
5.1 All Intellectual Property Rights in respect of the Platform or Platform Content are owned by Us or have been licensed to Us accordingly by their corresponding owner. We grant You and Your Users a non-exclusive, non-transferable licence to Use the Platform and any Platform Content for the Period, solely for and in the ordinary course of Your business and for Your internal use only.
5.2 We expressly reserve all Intellectual Property Rights over all parts of the Platform and the Platform Content, and do not grant or provide any waiver, transmission, licence or transfer, whether in whole or in part, of such rights. Particularly, We do not allow modification, copying, reproduction, communication, transformation or distribution in any media or form, in whole or in part, of any part of the Platform or the Platform Content for any public or commercial purpose, except with Our prior, explicit and written authorisation (or that of the relevant owner of the Intellectual Property Rights) save where it is for use only in the ordinary course of Your business and for Your internal use and benefit.
5.3 In the event that You and/or Your Users submit or send Us information of any kind through the Platform, You warrant and represent that You have the necessary rights to do so, and that such information does not infringe Intellectual Property Rights of any third party, and that such information is not confidential or detrimental to third parties.
5.4 You will indemnify Us and keep Us indemnified against any and all claims, liability, loss, damages, costs (including reasonable legal costs) and expenses which We or any of Our Group Members may incur arising from any claim by a third party caused by Your or any of Your User’s unauthorised use of the Platform or Platform Content in contravention of these Terms.
5.5 Links to other websites from the Platform:
(A) Where the Platform displays links to other websites by means of buttons, links, banners or embedded content, unless otherwise specified, these are managed and under the control of a third party. We have no control or means, whether technical or human, to monitor, control or approve the information, contents, products or services provided by other persons or platforms that may be linked from the Platform. In any case, such links are not to be taken as Our indication or recommendation to visit the linked websites in any way. We and Santander Group Members are not liable for any aspect of the linked website and/or any of its contents in general.
(B) Any link in the Platform to a third party website does not imply any type of relationship, collaboration or dependency between Us and the owners of the third-party website unless otherwise stated.
5.6 You agree that We may collect System Data in respect of Your and Your User’s use of the Platform. All Intellectual Property Rights in respect of the System Data shall vest in Us Immediately upon the creation of the System Data. We may use System Data for the provision of tailored content on the Platform, for Our own purposes (without restriction) and/or for the purposes of the Platform and/or We may share it with third parties (including where you use the Platform to request for Providers to contact You).
5.7 If and to the extent that any Intellectual Property Rights in the System Data do not automatically vest in Us upon creation, You by these Terms hereby assign all right, title and interest, including without limitation its Intellectual Property Rights, in such System Data with full title guarantee to Us without charge. At Our request, You shall do all such things and sign all documents or instruments reasonably necessary in Our opinion to give effect to the assignment set out in this section 5.7 and/or to enable Us to obtain, defend and enforce Our rights in the System Data.
6. Use of Platform
6.1 In respect of Your and any Users’ Use of the Platform, you represent, warrant and undertake that You will:
(A) comply with all Applicable Law and use the Platform in a professional manner; and
(B) ensure that all information you provide Us with is accurate and up to date.
6.2 In respect of Your Use of the Platform, you represent, warrant and undertake that You will not:
(A) insert, include or link to, or permit or cause any other person to insert or include or link to, any malicious software or materials that may reasonably be considered to be obscene, defamatory, harassing, offensive, threatening, spamming, misleading or malicious or that infringe any third party rights or violate Applicable Law;
(B) imply or state that you are affiliated with or endorsed by Us without Our express consent;
(C) Use the Platform to collect, use, distribute or disclose any personal data obtained from the Platform;
(D) violate the Intellectual Property Rights of others. For example, You will not copy or distribute the posts or other content of others without their permission;
(E) Use the Platform or any Provider in any way to undertake or promote illegal behaviour or to facilitate trade or other activity in breach of Applicable Law relating to Sanctions Laws, terrorist financing, money laundering, bribery or corruption;
(F) access the Platform whilst located in a Sanctioned Country, or directly or indirectly for or on behalf of a Sanctioned Person.
(G) directly or indirectly use (or allow anyone else to use) the Platform to conduct or facilitate any business or other activities related to Sanctioned Persons, Sanctions Countries, or Sanctionable Activities (or any activity which could cause You or Us being in breach of any Sanctions Laws or becoming a Sanctioned Person).
(H) breach or attempt to breach the security or authentication measures of the Platform or any network that is connected to the Platform, as well as the security or authentication measures associated to the content that is hosted in the Platform, or otherwise access or attempt to gain access to any part of the Platform, systems or networks connected to the Platform that You do not have permission to access;
(I) attempt to modify duplicate, disclose or distribute, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any component of the Platform;
(J) perform any action that may cause a disproportionate or unnecessary load on the Platform, or which may damage, disable or overburden its infrastructure, or the systems and networks connected to the Platform;
(K) access or monitor all or any part of the Platform to build a product or service which competes with the Platform; or
(L) Use, access, or extract any Platform Content by automated means such as bots, crawlers, or scrapers, including for the purposes of developing, training, or operating any machine learning or artificial intelligence system, model, or algorithm, whether directly or indirectly.
7. Your Obligations
7.1 You must always act in good faith in respect of Your Use of the Platform and conduct Yourself in a professional manner including how You engage with others on the Platform. You shall not do or permit anything to be done that shall adversely affect Our reputation or brand (or that of any of Our Group Members), or that of any Provider or any other person using the Platform from time to time.
7.2 You shall comply with all Applicable Laws as well as any reasonable instructions or directions issued by Us relating to your use of the Platform.
7.3 You agree that You (and Your Users) will not provide and will not market, offer, promote or sell any financial products or services via the Platform or offer such products and services to any Provider or any other Member or User via the Platform. Further, You agree that You will at all times ensure compliance with the Applicable Law of Your local jurisdiction when engaging with any other User, Member or Provider either on the Platform or if they should wish to make a connection with You outside the Platform.
7.4 You agree to ensure that your Users comply with the User Terms at all times.
8. Liability
8.1 Platform content
Whilst We use reasonable endeavours to ensure the accuracy of the Platform Content, We do not represent or warrant the reliability, usefulness and veracity of any of the information, documentation, services and/or content made available on the Platform. Platform Content is not intended to amount to advice or a recommendation on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on Platform Content by You. If You become aware of the existence of any Platform Content that is inaccurate, incomplete, breaches Applicable Law or which infringes third party rights, please notify Us immediately so that appropriate measures can be taken.
8.2 Platform availability
We shall not be liable to You (or for the avoidance of doubt, any Users) for:
(A) any disruption to the availability of the Platform or Your Use of it and failures in the functioning of the Platform or of any of its services;
(B) any errors on the Platform and/or its services or content;
(C) any virus or other malware existing on the Platform or the server providing the Platform. Whilst We utilise anti-malware tools consistent with good industry practice to minimise malware threats, it is Your responsibility to equip Your systems and devices with appropriate tools to detect and disinfect such malware;
(D) any security vulnerability of the Platform or the security measures adopted or any security errors or breaches that may be caused as a consequence of Your access to the Platform using an infected device, provided that We will take appropriate measures in accordance with good industry practice to protect against unauthorised access to the Platform;
(E) failures in the functioning of the Platform or of any of its services because of or arising from a defective functioning of Your web browser or the use of outdated versions of the same; or
(F) the illicit, negligent, fraudulent use of the Platform or its contents or services by a Provider or other third party.
8.3 Suspension of access
We aim to update the Platform regularly and may change and/or update the content at any time. If the need arises, We may suspend access to the Platform to perform such updates. We will use reasonable endeavours to notify You of any suspension and/or closure.
8.4 Third Parties
(A) We do not represent, warrant or guarantee the solvency, qualifications or competence of any Provider. We are not in partnership with any Provider.
(B) We shall not be liable for any default or deficiency in a product or service provided to You by a Provider or Member Bank or any arrangement entered into between You and a Provider or Member Bank.
(C) Where You procure or are considering procuring any products or services from a Provider or a Member Bank as a result of Your Use of the Platform, We recommend that You make full independent enquiries and undertake Your own due diligence of the relevant Provider or Member Bank to ensure that it and the products or services to be provided by it meet Your requirements and are suitable for You and Your business.
8.5 Business opportunities
You accept full and sole responsibility for any business opportunities or outcomes that arise out of Your participation on the Platform and acknowledge that there are no guarantees that any business opportunities will arise through Your subscription to the Platform.
8.6 Exclusion of indirect loss
Subject to sections 8.9 and 8.10, in no circumstances will We be liable to You or to any User whether in contract, tort (including negligence), breach of statutory obligation or otherwise, for any loss or corruption of data, any loss of anticipated savings, any loss of profit, revenue, business or opportunity (all whether direct or indirect) or any indirect, special or consequential losses.
8.7 Financial products and services
You acknowledge that subscription to or Use of the Platform does not entitle You to any financial products or services offered by Us nor constitute an offer in respect of the same to You by any of Our Group Members or any Provider. You cannot apply for or access any financial products and services via the Platform and if You require the same then You will need to contact Us or another third party finance provider outside the Platform.
8.8 Independent advice
You agree that We do not provide You with any advice in relation to Your Use of the Platform or Platform Content or any matters arising out of this as We are providing you with a non-advised service. If You are in need of any independent advice, then We recommend that You consult the appropriate professional adviser.
8.9 Liability cap
Subject to section 8.10, the maximum aggregate liability, whether in contract, tort (including negligence) or otherwise, of:
(A) You to Us under or in connection with these Terms in respect of all causes of action accruing in any 12 month period, will not exceed an amount equal to 100% of the Subscription Fees paid or payable by You (or on Your behalf) for the period of your Membership; and
(B) Us to You under or in connection with these Terms in respect of all causes of action accruing in any 12 month period, will not exceed an amount equal to 100% of the Subscription Fees received by Us from You (or on Your behalf) in the preceding 12 month period.
8.10 No exclusion for either party
Notwithstanding any other provision in these Terms, neither party excludes or limits liability for:
(A) fraud (including fraudulent misrepresentation), death or personal injury caused by its negligence;
(B) wilful breach of these Terms; or
(C) other liability which cannot be limited or excluded under the law of England and Wales.
8.11 Subject to section 8.10, neither party shall be liable to the other for indirect or consequential loss (including loss of profits, goodwill or business).
9. Termination
9.1 Your (and all Your Users’) access to the Platform may be terminated or suspended (with or without notice and at Our sole discretion) and in whole or in part at any time.
9.2 We may terminate this agreement in whole or in part (with or without notice) if you commit a material breach of these Terms.
9.3 If We should terminate then Your (and/or Your User’s) access to, navigation of and use of the Platform may be terminated and Your User identification code or password to access the Platform may be cancelled with immediate effect.
9.4 Termination by Us pursuant to this section 9 shall not entitle You to compensation of any kind and no part of the Subscription Fee already paid will be repayable to You. We shall not be liable to You or any other party for such termination or for preventing Your Use of the Platform.
9.5 Section 2 (Definitions), section 5 (Intellectual Property Rights), section 7 (Your Obligations), section 8 (Liability), section 10 (Confidentiality), section 11 (Data Protection), section 14 (General) and section 15 (Interpretation) shall survive termination or cancellation of Your subscription or use of the Platform.
10. Confidentiality
10.1 You agree to keep confidential any and all Confidential Information.
10.2 You shall:
(A) not disclose the Confidential Information in whole or in part to any other person other than Permitted Recipients without Our prior written consent;
(B) only use the Confidential Information as required for your use of the Platform and not for your own benefit or the benefit of any third party; and
(C) make every effort to prevent the use or disclosure of the Confidential Information other than in accordance with the Terms.
10.3 The provisions above will not apply to the extent that you can demonstrate:
(A) that the relevant Confidential Information was lawfully in your possession prior to its disclosure by Us or was disclosed to it afterwards by a third party which is not under a duty of confidentiality in relation to the relevant Confidential Information;
(B) the Confidential Information is in the public domain other than as a result of a breach of this section 10 by you or the organisation you access the Platform on behalf of;
(C) You are required to disclose the Confidential Information under any Applicable Law, by or for the purpose of any proceedings of any court or governmental, administrative or regulatory authority competent to require any such disclosure or under the rules of any generally recognised stock exchange, provided that you promptly inform Us in advance of any such disclosure (where lawful to do so) and co-operate in taking any steps available to minimise the disclosure.
11. Data Protection
11.1 We are providing You with access to the Platform. In connection with this, both of us will share certain personal data with each other, as described in Annex 1 to these Terms. Both of us will act independently as controllers when processing the Shared Personal Data pursuant to these Terms.
11.2 Both of us shall comply with all the obligations imposed on a controller under the applicable Data Protection Laws with respect to the processing of Shared Personal Data pursuant to these Terms, acting as separate and independent controllers.
11.3 Both of us agree to:
(A) have a lawful ground for the processing of the Shared Personal Data pursuant to these Terms;
(B) comply with any transparency obligations pursuant to Data Protection Laws in regard to data subjects whose Shared Personal Data has been disclosed in accordance with these Terms;
(C) process the Shared Personal Data only for the Agreed Purpose; and
(D) not retain or process the Shared Personal Data for longer than is necessary to carry out the Agreed Purpose.
11.4 Each party remains responsible for the rights of data subjects in the Shared Personal Data that it is holding or processing in its capacity as a controller, including responding to data subject access requests that it has received in its capacity as a controller and maintaining a record of such requests.
11.5 You and Your Users agree to only input, upload, or otherwise provide Shared Personal Data to the Platform that is adequate, relevant and limited to what is necessary in relation to the Agreed Purpose.
11.6 You will comply with all applicable requirements of Data Protection Law when using the Platform. This section 11 is in addition to, and does not relieve, remove or replace any obligations or rights that apply to You under Data Protection Law.
11.7 You consent to (and agree to procure all required consents, from Users, personnel, representatives, and agents, in respect of) all actions taken by Us in connection with the processing of personal data given to Us by You or Your Users in relation to the Platform.
11.8 You will ensure that You have all necessary appropriate consents and notices in place (including ensuring that your Users have read the Privacy Notice) to enable lawful transfer of Shared Personal Data to Us and the Providers, and the lawful collection of the same by Us and the Providers for the duration of Your subscription and for Your Use of the Platform.
11.9 Data Transfers
(A) Transfers to third party recipient: You shall comply with Data Protection Laws when transferring Shared Personal Data to any third-party recipient, including Data Protection Laws applicable to any cross border transfers by You to that third-party recipient.
(B) Data Transfers by Us to You if you are located in a Third Country which is not adequate: If You are located in a Third Country which is not regarded as adequate under Data Protection Laws, the Third Country Agreement will apply to the Shared Personal Data shared by Us to You. In such case, and if requested by Us, You shall assist Us with completing a TRA on any transfer of Shared Personal Data to You.
11.10 Security and personal data breach
(A) Each party shall ensure that it has in place appropriate technical and organisational measures to protect against a personal data breach of the Shared Personal Data, which are appropriate to the risks of processing, in accordance with Data Protection Laws.
(B) Each party remains responsible for a personal data breach affecting the Shared Personal Data that it is holding or processing in its capacity as a controller, including taking measures to address and mitigate the possible adverse effects of such personal data breach. Each party remains responsible for its own notification to applicable Regulators and/or data subjects of any such personal data breach within the statutory time period required (where applicable). Notwithstanding the foregoing, in the event of a personal data breach, the relevant party must notify the other party without undue delay after becoming aware of such personal data breach and provide such information as is reasonable on the personal data breach to the other party.
12. Anti-bribery and Corruption
You warrant and agree that:
(A) by agreeing to these Terms, You have not done and in performing Your obligations under these Terms You shall not do, any act or thing that contravenes the Bribery Act 2010 or any other applicable anti-bribery or anti-money laundering laws and/or regulations;
(B) You shall maintain in place throughout the duration of these Terms adequate procedures designed to prevent bribery occurring within the meaning given in the Bribery Act 2010 and applicable guidance; and
(C) You shall immediately notify Us on becoming aware of or suspecting any failure to comply with this section 12.
13. Variations
13.1 We can change any of these Terms, provided we give You at least one month’s notice in advance of the change.
13.2 The new terms will apply automatically at the end of the notice period, but if You do not want to agree to the change, You can stop Your Use of the Platform any time until the change takes effect. If you continue Your Use of the Platform after this, You will be deemed to have accepted the change. If the changes are deemed by Us as material and You stop using the Platform after We have given You notice of the change then We may offer you a refund of any part of the Subscription Fee that You have paid for the Use of the Platform (but not used) for the relevant Membership Period on a pro-rated basis.
14. General
14.1 Nothing in these Terms is intended to create a partnership or joint venture or legal relationship of any kind between You and Us which would impose liability on either party for the act or failure to act of the other party, or to authorise either party to act as an agent for the other.
14.2 This agreement is personal to You and You cannot assign or transfer Your rights or obligations to anyone else. We may assign or transfer Our rights and obligations under these Terms and/or the Platform at any time to any person.
14.3 Any notice, approval or other direction under these Terms must be in writing and delivered by hand or by prepaid, registered or certified mail to Navigator Global Limited, 2 Triton Square, Regent’s Place, London, NW1 3AN or by email to support@navigator.global. A notice, approval or other direction received after 5pm (recipient’s time) is taken to be received at 9am on the next Working Day.
14.4 Neither the Platform nor any services provided via the Platform constitute regulated activities and/or products under the Financial Services and Markets Act 2000 and/or the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (or any amendments or other legislations and/or orders made pursuant to the same) or otherwise.
14.5 In addition to section 14.4 above, the subscription to the Platform (including the Subscription Fee and any other fees payable by You) are not covered by the Financial Services Compensation Scheme.
14.6 If We do not enforce or decide to waive any of the rights we have under these Terms, or if We delay in enforcing them, that does not stop Us from taking any action to enforce Our rights in the future.
14.7 If any section of these Terms is found to be unenforceable, this will not affect the validity of any other section. Apart from You and Us, no other person has any right to enforce any of these Terms.
14.8 These Terms and Your use of the Platform shall be governed by the laws of England and Wales and both You and We submit to the exclusive jurisdiction of the English courts with express and voluntary waiver to any other jurisdiction.
15. Interpretation
In these Terms, unless otherwise specified:
(A) the headings in these Terms shall not affect its interpretation;
(B) unless otherwise stated, references to a statute or any section of any statute include any statutory amendment, modification or re-enactment and instruments and regulations under it in force from time to time; references to regulatory requirements or rules include any amendments or revisions to such requirements or rules from time to time; references to regulatory authorities refer to any successor regulatory authorities;
(C) “includes” and “including” shall mean including without limitation;
(D) a person includes any person, individual, company, firm, corporation, government, state or agency of a state or any undertaking or organisation (whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
(E) where expressions are not specifically defined and are capable of having a special meaning according to usage or custom of the relevant business, such expressions are to be interpreted accordingly; and
(F) references to a party shall mean either party to these Terms unless otherwise specified.
SCHEDULE - USER CONDUCT GUIDELINES AND AGREEMENT (USER TERMS)
1. Introduction
1.1 These User Terms apply to Users of the Platform and they set out how such Users may Use the Platform and their obligations in respect of the same. Users should read these User Terms and the Privacy Notice carefully before accepting them and proceeding to Use the Platform. These User Terms will be accessible to Users for future reference within “Your profile” on the Platform.
1.2 Each User’s Use of the Platform is at all times subject to Our rights of termination as mentioned within the Terms.
1.3 Any words which are not otherwise defined in these User Terms shall have the meaning as given to them in the Terms.
2. Access and Registration
2.1 Users should ensure that all Credentials are treated as confidential and not disclosed to any third party. We have the right to disable any User’s Credentials at any time if it does not comply with these User Terms. If any User knows or suspects that a third party is aware of their Credentials, they should notify Us at support@navigator.global or via the Platform.
2.2 Users (following a request by Us) should provide all documents and information reasonably requested by Us for Us to meet any requirements of and/or Our obligations under Applicable Law. Furthermore, Users consent to Us passing such information or any such data or information We may derive about them from the Platform to Our appropriate representatives for the purpose of analysing the same to ensure that We are compliant with all such Applicable Law.
3. Use of Platform
3.1 As a User, you agree and undertake that you will not:
(A) insert, include or link to, or permit or cause any other person to insert or include or link to, any malicious software or materials that may reasonably be considered to be obscene, defamatory, harassing, offensive, threatening, spamming, misleading or malicious or that infringe any third party rights or violate Applicable Law;
(B) imply or state that you are affiliated with or endorsed by Us without Our express consent;
(C) Use the Platform to collect, use, distribute or disclose any personal data obtained from the Platform;
(D) violate the Intellectual Property Rights of others. For example, You will not copy or distribute the posts or other content of others without their permission;
(E) Use the Platform in any way to undertake or promote illegal behaviour or to facilitate trade or other activity in breach of Applicable Law relating to Sanctions Laws, terrorist financing, money laundering, bribery or corruption;
(F) access the Platform whilst located in a Sanctioned Country, or directly or indirectly for or on behalf of a Sanctioned Person;
(G) directly or indirectly use (or allow anyone else to use) the Platform to conduct or facilitate any business or other activities related to Sanctioned Persons, Sanctions Countries, or Sanctionable Activities (or any activity which could cause You or Us being in breach of any Sanctions Laws or becoming a Sanctioned Person);
(H) breach or attempt to breach the security or authentication measures of the Platform or any network that is connected to the Platform, as well as the security or authentication measures associated to the content that is hosted in the Platform, or otherwise access or attempt to gain access to any part of the Platform, systems or networks connected to the Platform that you as a User do not have permission to access;
(I) attempt to modify, duplicate, disclose or distribute, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any component of the Platform;
(J) perform any action that may cause a disproportionate or unnecessary load on the Platform, or which may damage, disable or overburden its infrastructure, or the systems and networks connected to the Platform; or
(K) Use the Platform Content without Our consent or that of their lawful holder except in the ordinary course of the Member’s business and for internal use only.
4. User Obligations
4.1 As a User and in respect of your Use of and engagement with Providers and others via the Platform, you agree as follows:
(A) to always act in good faith in respect of your Use of the Platform and conduct yourself in a professional manner including how you engage with the employees of any of Our Group Members;
(B) not to do or permit anything to be done that shall adversely affect Our reputation or brand (or that of any of Our Group Members), or that of any Provider or any other person using the Platform from time to time;
(C) to comply with all Applicable Laws as well as any reasonable instructions or directions issued by Us;
(D) that you will not provide and will not market, offer, promote or sell any financial products or services via the Platform or offer such products and services to any Provider or any other Member or User via the Platform;
(E) that the costs of any physical attendance at an event which you access via the Platform shall be met by you as User or by the Member (and not Us) (such costs shall include but are not limited to international flights to and from the relevant jurisdiction, airport transfers, accommodation, and insurance); and
(F) that any use of the Community Forum will be in accordance with the Community Forum Guidelines.
5. Confidentiality
5.1 You agree to keep confidential any and all information disclosed by Us or otherwise obtained by you in connection with these User Terms including, without limitation, information relating to Our products, services, clients, operations, processes, plans or intentions, know-how, Intellectual Property Rights, market opportunities and business affairs whether in writing orally or by any another means and whether directly or indirectly (Confidential Information).
5.2 You shall:
(A) not disclose the Confidential Information in whole or in part to any other person other than Permitted Recipients without Our prior written consent;
(B) only use the Confidential Information as required for your use of the Platform and not for your own benefit or the benefit of any third party; and
(C) make every effort to prevent the use or disclosure of the Confidential Information other than in accordance with the Terms.
5.3 The provisions above will not apply to the extent that you can demonstrate:
(A) that the relevant Confidential Information was lawfully in your possession prior to its disclosure by Us or was disclosed to it afterwards by a third party which is not under a duty of confidentiality in relation to the relevant Confidential Information;
(B) the Confidential Information is in the public domain other than as a result of a breach of this section 5 by you or the organisation you access the Platform on behalf of;
(C) You are required to disclose the Confidential Information under any Applicable Law, by or for the purpose of any proceedings of any court or governmental, administrative or regulatory authority competent to require any such disclosure or under the rules of any generally recognised stock exchange, provided that you promptly inform Us in advance of any such disclosure (where lawful to do so) and co-operate in taking any steps available to minimise the disclosure.
6. Termination and suspension of access to the Platform
6.1 We may suspend a User’s access to the Platform if the Member that the User represents is in breach of the Terms (as set out in section 9.1 of the Terms) or if the User does not comply with these User Terms.
6.2 If a User ceases to be an employee or contractor of the Member that it represents or otherwise ceases to be authorised to act on its behalf then their right to access and their Use of the Platform through the Member subscription shall terminate.
6.3 We aim to update the Platform regularly and may suspend access to the Platform to perform such updates. In any case We would notify all Users of any such suspension and/or closure.
6.4 If a User wishes to voluntarily terminate its Use of the Platform (or it is ceasing to be an employee or contractor of the Member that it represents), then it should submit a request to Us either via the Support function on the Platform or in one of the ways as set out in section 14.3 of the Terms to end its access rights and ability to use the Platform.
Annex 1 – Shared Personal Data on the Platform
Categories of data subjects
- Employees, including Authorised Users and Permitted Recipients
- Users
Types of personal data
- Name
- Business e-mail
- Business contact number
Special Categories of personal data
- Not applicable
Agreed Purpose(s) for processing
Each party agrees that the Shared Personal Data under this Agreement will only be processed for the following purposes (the “Agreed Purpose”):
- For each party’s respective commercial and/or business purposes.
- To facilitate the performance of the obligations and/or rights under these Terms.
- To enable Us to register You and Your Users to the Platform.
- To enable You and Your Users’ to access and use the Platform for the purpose expressly permitted under these Terms.
- To enable Us to operate and use the Platform.
- For Our legitimate internal business purposes directly related to the performance of these Terms, and as required by Applicable Law and regulation.