USE OF SERVICE

• The Member is wholly responsible for use of and access to the Cementtrade Web Site and the Service under the Log-In Name and Password.
• The Member warrants that it will not (nor authorise or permit any other party to):
  (a) use cementtrade.com’s Web Site to impersonate any person or entity;
  (b) disguise the origin of any Content transmitted through Cementtrade.com’s Web Site;
  (c) collect or store data about other Members or persons using or accessing cementtrade.com’s Web Site and/or the Service;
  (d) use or access cementtrade.com’s Web Site and/or the Service to:
  (i) intentionally or unintentionally violate any applicable law or regulation; or
  (ii) stalk or otherwise harass another; and
  (e) use, or allow to be used, any automated process or devices or any manual process to copy or monitor activity on cementtrade.com’s Web Site
• The Member warrants that at all times it will act in good faith in its dealings with cementtrade.com and with other Members or persons using or accessing cementtrade.com’s Web Site and/or the Service, it will only engage in transactions for which it intends to be bound and it will comply with all directions given by cementtrade.com in relation to the use of cementtrade.com’s Web Site.
• The Member warrants that, in respect of any goods that are the subject of an agreement entered into between it and any party through the use of cementtrade.com’s Web Site and/or the Service, it shall have clear title and give full title guarantee to those goods at the date when such goods are to be dealt with in accordance with the terms of such agreement. Where the Member is acting as an agent on behalf of a third party and does not have title to the goods that are being dealt with on cementtrade.com’s Web Site, the Member warrants that such third party will have clear title and give full title guarantee to those goods.
• The Member warrants that it will not interfere with cementtrade.com’s Web Site by linking, framing or otherwise without prior consent of Cementtrade.com given by notice.
• Each of the warranties and restrictions set out in this clause is separate and severable. In the event that any such warranty or restriction being determined as unenforceable in whole or in part for any reason such unenforceability shall not affect the enforceability of the remaining restrictions or (in the case of restrictions unenforceable in part) to the remainder of that restriction.

  SECURITY

• The Member will keep the Password secure and not let it become public knowledge and will not store the Password anywhere on a computer in plain text.
• The Member will inform cementtrade.com as soon as possible if the Password or any other security procedures are disclosed to or become known by an unauthorised person. e-cement.com will give the Member a new Password within one (1) Business Day of notification of such disclosure.
• Until cementtrade.com has given a new Password to the Member under clause 6.2, the Member will be responsible for any Content, information or instructions received or acted upon by cementtrade.com and any other Member or other party whether or not given by the Member.

  FEES AND PAYMENT

• The Member shall pay all applicable access and use fees as notified to the Member by cementtrade.com from time to time.
• If in cementtrade.com’s sole opinion the Member qualifies for credit facilities, cementtrade.com will agree terms with it. If the Member does not qualify for credit facilities, all orders placed by it will be accompanied by the appropriate payment, in accordance with the fee structure referred to in clause 7.1.
• If the Member has qualified for credit terms, cementtrade.com will, at its discretion, send invoices for charges to the Member. The Member shall settle all invoices received from cementtrade.com within fourteen (14) days of issue unless otherwise agreed by cementtrade.com or otherwise specified on the invoice.
• The Member shall make all payments by telegraphic, electronic or other transfer as directed by cementtrade.com to the bank and account details as notified to it by cementtrade.com from time to time and payment shall not be deemed to be made until the amount due has been credited and cleared to that account.
• The Member’s continued access to cementtrade.com’s Web Site is conditional on payment of invoices submitted by e.cement.com and cementtrade.com may terminate access without notice if fees due are not paid in accordance with clauses 7.2, 7.3 and/or 7.4 or any other payment requirements as notified to the Member by e.cement.com from time to time.
• cementtrade.com shall be entitled to charge interest at four per cent (4%) above the base rate of Barclays Bank PLC on invoices that remain outstanding after fourteen (14) days of issue. Interest shall accrue on the outstanding balance on a daily basis from the date when payment was due to the date of actual payment. cementtrade.com may charge the Member the cost of collecting any overdue sum.
• The Member may not withhold or set off any payment for any reason without cementtrade.com’s consent given by notice. 7.8 If cementtrade.com terminates the Licence and/or this Agreement for whatever reason then all amounts unpaid by the Member become due for payment immediately.

  CONFIDENTIALITY

• The Member acknowledges that Confidential Information may be disclosed to it by cementtrade.com, by other Members, by persons using or accessing cementtrade.com’s Web Site and/or the Service or may otherwise come to its attention or into its possession as a result of becoming a Member. The Member agrees and undertakes that it will, and will procure that its employees and agents will, hold any Confidential Information in complete confidence and will not disclose such information in whole or in part at any time to any third party, nor use Confidential Information for any purpose other than the performance of its obligations under this Agreement or under any subsequent agreement between the Member and the owner of the Confidential Information.

• Confidential Information shall not include information that: (a) at or prior to the time of disclosure was known to the Member as evidenced in writing, except to the extent that such information was unlawfully appropriated; (b) at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the Member or its servants or agents; (c) is received from a third party free to make such disclosure without breaching any legal obligation; (d) is independently developed by the Member; or (e) is required to be disclosed by law, court order or request by any government or regulatory authority.
• In this case of information that the Member intends to disclose on the basis that it falls within clause 9.2, the Member must give notice to cementtrade.com and the owner of the information and afford cementtrade.com and that owner reasonable opportunity to object to the disclosure.
• Upon termination of this Agreement for whatever reason, the Member shall, and shall procure that all its employees and agents shall, immediately cease using and return to its owner all Confidential Information disclosed to the Member and all records of such Confidential Information regardless of the medium on which it is stored save that where such Confidential Information is in a form incapable of return, it shall be destroyed or erased as directed by the owner of the Confidential Information.

  DATA PROTECTION

• cementtrade.com may transfer anonymised analytical information in statistical form to a third party at any time.
• The Member’s Information may be held on cementtrade.com’s Database, processed and used by cementtrade.com in the course of its business on an ongoing basis for purposes including the following: (a) considering applications and reassessing Licences including searches of credit reference agencies; (b) risk assessment, money laundering checks, compliance and regulatory reporting and fraud prevention; (c) marketing of cementtrade.com and/or third parties to the Member; and (d) activities incidental to those listed in paragraphs (a) to (c) above and incidental to the conduct of cementtrade.com’s web site, the transactions made as a result of use of cementtrade.com’s web site and cementtrade.com’s business.
• cementtrade.com will not disclose the Member’s Information to third parties except: (a) where required to do so for operational reasons referred to in this clause; (b) where it has the Member’s consent; (c) where required or permitted to do so by law; (e) to persons that provide a service to it and that have agreed to afford the information the same level of protection that cementtrade.com affords to the information; (f) to any person that supplies benefits or services to the Member in connection with this Agreement; and (g) to credit reference agencies for the purpose of conducting credit reference searches. 10.4 The Member consents to such uses of data as set out in this clause.
• The Member undertakes to comply with the applicable provisions of the Data Protection Laws at all times and, subject to this Agreement, the Member shall be liable to cementtrade.com for any losses or damage due to the Member’s failure to comply with the Data Protection Laws.

  CONTROL AND SUSPENSION OF THE SERVICE

• cementtrade.com has the absolute right to control cementtrade.com’s Web Site and the Service, and may exercise that right at its absolute discretion, at any time and without notice to among other things: (a) transfer the Service to any alternative Internet service provider and to offer the Service in any format or manner and by any means it sees fit; (b) close cementtrade.com’s Web Site and/or the Service down at any time in order, for instance, for work to be carried out relating to the upgrading or maintenance, or to protect the security or integrity of the Web Site, System and/or the Service; (c) modify, suspend or discontinue, temporarily or permanently, cementtrade.com’s Web Site and/or the Service or any part of them; (d) revise, restrict or suspend the Member’s access to cementtrade’s Web Site and/or the Service if it has reason to believe that the Member is not using cementtrade.com’s Web Site and/or the Service in accordance with this Agreement; and (e) edit or delete any Content posted on cementtrade.com’s Web Site or refuse to forward or post any Content at any time for any reason.
• While it is not obliged to do so, cementtrade.com will endeavour to give as much notice of alteration, closure, modification, suspension or discontinuance as is reasonable in the circumstances and will endeavour to ensure that any works are carried out as expeditiously as is possible.

  CONTENT

• cementtrade.com does not screen or verify the Content posted on cementtrade.com’s Web Site and, as such, gives no warranty of any kind, express or implied, as to the accuracy, timeliness or completeness of any such Content.
• The Member agrees that all Content posted on cementtrade.com’s Web Site is the sole responsibility of the person from whom such Content originated.
• The Member acknowledges that by using or accessing cementtrade.com’s Web Site, it may be exposed to Content that is offensive, indecent or objectionable and it agrees not to hold cementtrade.com liable for any Content that is posted on its Web Site.
  
  Cementtrade has the right to alter the terms and conditions at any time without reference to any of the members who shall be bound by such terms and shall accept the same without any demur or protest.