(A) The Recipient (as defined below) wishes to purchase goods from the Discloser’s (as defined below) online portal at www.portal.whitesales.co.uk (the Online Portal).
(B) In consideration of the Discloser allowing the Recipient access to the Online Portal and making the Confidential Information available to the Recipient, the Recipient has agreed to comply with this Agreement in connection with the disclosure and use of Confidential Information.
| 1.1.Definitions | |
| Business Day | a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; |
| Confidential Information | any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the Discloser or of any member of its Group, including any price discounts, offers or deals offered or given to the Recipient by the Discloser or any member of its Group and information relating to the Discloser’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers and any identification code, name or password issued to the Recipient by the Discloser, together with any other information that is identified as being of a confidential or proprietary nature; |
| Discloser | Whitesales Limited (registered in England and Wales under number 08482222), being the party that discloses its Confidential Information, directly or indirectly, to the Recipient; |
| Group | in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group; |
| Group Company | in relation to a company, any member of its Group; |
| Holding company | has the meaning give in clause 1.2.5; |
| Purpose | the purchase of goods by the Recipient from the Discloser via the Online Portal; |
| Recipient | the party that receives Confidential Information, directly or indirectly, from the Discloser; |
| Representative(s) | in relation to each party and any member of its Group: (a) its officers and employees that need to know the Confidential Information for the Purpose; (b) its professional advisers or consultants who are engaged to advise that party and/or any member of its Group in connection with the Purpose; (c) its contractors and sub-contractors engaged by that party and/or any member of its Group in connection with the Purpose; and (d) any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the Purpose; and has the meaning give in clause 1.2.5. |
| Subsidiary | has the meaning give in clause 1.2.5. |
| 1.2.Interpretation | |
| 1.2.1 | A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. |
| 1.2.2 | Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. |
| 1.2.3 | A reference to writing or written includes email. |
| 1.2.4 | A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. |
| 1.2.5 | A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006. |
| 1.2.6 | Any obligation on a party not to do something includes an obligation not to allow that thing to be done. |
2.1 Information is not Confidential Information if:
2.1.1 it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient or its Representatives or by any of the Recipient’s Group Companies or their Representatives in breach of this Agreement (except that any compilation of otherwise public information in a form not publicly known shall still be treated as Confidential Information);
2.1.2 it was available to the Recipient on a non-confidential basis prior to disclosure by the Discloser;
2.1.3 it was, is, or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient’s knowledge, is not under any confidentiality obligation in respect of that information;
2.1.4 it was lawfully in the possession of the Recipient before the information was disclosed by the Discloser; it is developed by or for the Recipient independently of the information disclosed by the Discloser; or
2.1.5 the parties agree in writing that the information is not confidential.
3.1 In return for the Discloser making Confidential Information available to the Recipient, the Recipient undertakes to the Discloser that it shall:
3.1.1 keep the Confidential Information secret and confidential;
3.1.2 not use or exploit the Confidential Information in any way except for the Purpose;
3.1.3 not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this Agreement;
3.1.4 not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose. Any such copies, reductions to writing and records shall be the property of the Discloser;
3.1.5 not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business; and
3.1.6 apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use.
3.2 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Discloser from time to time) to safeguard the Confidential Information from unauthorised access or use.
4.1 The Recipient may disclose the Confidential Information to its Representatives, any of its Group Companies, or their Representatives on the basis that it:
4.1.1 informs those Representatives, Group Companies, or their Representatives of the confidential nature of the Confidential Information before it is disclosed;
4.1.2 procures that those Representatives, Group Companies, or their Representatives comply with the confidentiality obligations in clause 1 as if they were the Recipient and if the Discloser so requests, procure that any of them enters into a confidentiality agreement with the Discloser on terms equivalent to those contained in this Agreement; and
4.1.3 keeps a written record of those persons.
4.2 The Recipient shall be liable for the actions or omissions of the Representatives, any of its Group Companies, or their Representatives in relation to the Confidential Information as if they were the actions or omissions of the Recipient.
5.1 Subject to the provisions of this clause 5, the Recipient may disclose Confidential Information to the minimum extent required by:
5.1.1 an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction;
5.1.2 the rules of any listing authority or stock exchange on which its shares are listed or traded; or
5.1.3 the laws or regulations of any country to which its affairs are subject.
5.2 Before the Recipient discloses any Confidential Information pursuant to clause 1 it shall, to the extent permitted by law, give the Discloser as much notice of this disclosure as possible. Where notice of such disclosure is not prohibited and is given in accordance with clause 5.2, the Recipient shall take into account the Discloser’s requests in relation to the content of this disclosure.
5.3 If the Recipient is unable to inform the Discloser before Confidential Information is disclosed pursuant to clause 1 it shall, to the extent permitted by law, inform the Discloser of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicable after such disclosure has been made.
6.1 If so requested by the Discloser at any time by notice in writing to the Recipient, the Recipient shall promptly:
6.1.1 destroy or return to the Discloser all documents and materials (and any copies) containing, reflecting, incorporating or based on the Discloser’s Confidential Information;
6.1.2 erase all the Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form;
6.1.3 erase all the Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and
6.1.4 certify in writing to the Discloser that it has complied with the requirements of this clause 1.
6.2 Nothing in clause 6.1 shall require the Recipient to return or destroy any documents and materials containing or based on the Confidential Information that the Recipient is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Recipient pursuant to this clause 6.2.
7.1 The Discloser reserves all rights in its Confidential Information. The disclosure of Confidential Information by the Discloser to the Recipient does not give the Recipient or any other person any licence or other right in respect of any Confidential Information beyond the rights expressly set out in this Agreement.
7.2 Except as expressly stated in this Agreement, the Discloser makes no express or implied warranty or representation concerning its Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information.
7.3 The disclosure of Confidential Information by the Discloser shall not form any offer by, or representation or warranty on the part of, the Discloser to enter into any further agreement with the Recipient.
8.1 Without prejudice to any other rights or remedies that the Discloser may have, the Recipient acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement. Accordingly, the Discloser shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Agreement by the Recipient.
9.1 Nothing in this Agreement shall impose an obligation on the Discloser, or any of its Group Companies to disclose any information (whether Confidential Information or otherwise) to the Recipient.
10.1 Each party’s obligations under this Agreement shall continue in full force and effect indefinitely from the date of this Agreement.
10.2 The end of discussions relating to the Purpose shall not affect any accrued rights or remedies to which either party is entitled.
11.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
11.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12.1 Assignment and other dealings. Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
12.2 Entire agreement.
12.2.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2.2 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
12.3 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
12.6 Notices.
12.6.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
12.6.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 6.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission (provided no delivery failure notification (or the like) is received).
12.6.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.7 Third party rights. No one other than a party to this Agreement shall have any right to enforce any of its terms.
12.8 Governing law. This Agreement 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.
12.9 Jurisdiction 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 this Agreement or its subject matter or formation.
Ref : 17409606_3
These terms tell you the rules for using our online portal for the sale of goods at merchantportal.whitesales.co.uk (the Online Portal).
merchantportal.whitesales.co.uk is an online portal operated by Whitesales Limited (we, us). We are registered in England and Wales under company number 08482222 and have our registered office at Europa House, Alford Road, Cranleigh, Surrey GU6 8NQ. Our VAT number is GB 528 9003 41.
To contact us, please email sales@whitesales.co.uk or telephone our sales team on 01483 271371.
You cannot register to use the Online Portal without accepting these terms of use.
By registering to use the Online Portal, you confirm that you accept these terms of use and that you agree to comply with them.
If you do not agree to these terms, you must not use the Online Portal.
We recommend that you print a copy of these terms for future reference.
These terms of use refer to the following additional terms, which also apply to your use of the Online Portal:
We may amend these terms from time to time. Every time you wish to use the Online Portal, please check these terms to ensure you understand the terms that apply at that time.
We may update and change the Online Portal from time to time to reflect changes to our products, our users’ needs and our business priorities.
We do not guarantee that the Online Portal, 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 Online Portal for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
The Online Portal is not available to consumers. Consumers shall not make any attempt to register with us to use the Online Portal or to purchase goods from the Online Portal. For the purposes of these terms a consumer is an individual buying goods wholly or mainly for their personal use (not for use in connection with their trade, business, craft or profession).
The Online Portal is available only to businesses situated in the United Kingdom. We do not represent that goods available on or through the Online Portal are appropriate for use or available in other locations.
You will only be able to purchase goods via the Online Portal if you have:
You must keep confidential any user identification code or name, password or any other piece of information issued to you as part of our security procedures (Login Information). You must not disclose any such Login Information to any third party.
We have the right to disable any Login Information, 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 of use.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at sales@whitesales.co.uk.
You are responsible for ensuring that all persons (including, but not limited to, your officers and employees) who access the Online Portal through your internet connection and/or using your Login Information are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
Your responsibility under the preceding paragraph shall include, but not be limited to, liability for:
in each case, whether authorised by you or not.
We are the owner or the licensee of all intellectual property rights in the Online Portal, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from the Online Portal for your personal use and you may draw the attention of others within your organisation to content posted on the Online Portal.
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.
Our status (and that of any identified contributors) as the authors of content on the Online Portal must always be acknowledged.
You must not use any part of the content on the Online Portal for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of the Online Portal in breach of these terms of use, your right to use the Online Portal will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
The content on the Online Portal is provided for general information and illustrative purposes 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 Online Portal.
Although we make reasonable efforts to update the information on the Online Portal, we make no representations, warranties or guarantees, whether express or implied, that the content on the Online Portal is accurate, complete or up to date.
Where the Online Portal contains links to websites and other 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 websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Online Terms of Supply .
We exclude all implied conditions, warranties, representations or other terms that may apply to the Online Portal or any content on it.
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
In particular, we will not be liable for:
We are not responsible for viruses and you must not introduce them
We do not guarantee that the Online Portal will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access the Online Portal. You should use your own virus protection software.
You must not misuse the Online Portal by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Online Portal, the server on which the Online Portal is stored or any server, computer or database connected to the Online Portal. You must not attack the Online Portal via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Online Portal will cease immediately.
You must not establish any link to the Online Portal.
These terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.