NATIONAL PROCUREMENT WEBSITE

1. THE TERMS

• 1.1 These terms of use apply to users of www.sell2wales.co.uk, www.buy4wales.co.uk, www.xchangewales.co.uk, (any of these websites are referred to in these terms as the "Site"). The Site is provided for the purposes of allowing organisations (and individuals acting in the cause of their business) to browse and access the information posted on the Site and also gives details of how more information can be obtained from us (the "Service").
• 1.2 In consideration for using the Service you are deemed to have accepted these terms and conditions and our privacy policy (which is set out in Section 3 below as may be varied from time to time in accordance with section 14(the "User Terms"). These User Terms may be updated at any time with or without notice to you and the most current version will be posted on the Site. Section 10 of these User Terms set out certain disclaimers of our liability to you.
• 1.3 Where these User Terms refer to "We, Us, or Our" we mean the Welsh Ministers of Cathays Park, Cardiff, CF10 3NQ (together with their employees, agents and contractors). Where these User Terms refer to "You, Your, or Yourself", we mean you, the person who wishes to use the Services (or the organisation you represent or work for).

2. YOUR OBLIGATIONS

• 2.1 You agree (where required) to provide true, accurate, current and complete information about yourself and to promptly update the information provided to us to keep it true, accurate, current and complete. If you provide any information that is (or we have reasonable grounds to suspect information provided by you is) untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your use of the Service.
• 2.2 By registering on this Site you confirm that you have the authority to act on behalf of the organisation (if any) you represent.

3. PRIVACY POLICY

• 3.1 We collect data from you (i) when you register your details on the Site (e.g. so that we can send you information, now or in the future) and (ii) via data capture devices using cookies. The data we collect may include personal data and may include your name, e-mail address and home address. We may also ask for your telephone number so we can contact you if there is a problem. We are required by H.M.Revenue & Customs to store and collect information about the country you live in. By disclosing personal information to us, you consent to the collection, storage and processing of information as set out in these User Terms.
• 3.2 Subject to Clause 3.5 we use cookies on the Site but we do not rely on their use. You can turn off our cookies on your computer. We do not use details relating to a particular computer's Internet Protocol address in order to administer the Site or to otherwise track the movement of users of the service through the Site. We do, however, record certain information regarding the use of the Site on our own internal systems. This information is used to allow us to administer the Site, correct errors and hold details of a user of the Service who has added to or amended information in a particular archive. We may also use the information to contact you in the event of an emergency.
• 3.3 We hold valid notifications under the Data Protection Act 1998. Subject to section 3.5, we do not share, sell or rent your information with or to any other person, company or organisation in any way other than as stated at the point where the information is collected. You have the right to "opt out" of your information being used for purposes not directly related to the Site at the point where we ask you for information. If you have not "opted out" you can change your mind and do so at a later date.
• 3.4 We use every reasonable effort to protect your information off-line. It is only given either to those of our employees who genuinely need to have access to it to perform their job or to third party contractors engaged by us to repair, modify or advise on the operation of the Site. All third party contractors will be subject to confidentiality undertakings. Our security procedures for storing and disclosing customer details conform with the requirements of the Data Protection Act 1998. Where the Site contains links to other web sites, you should note that we are not responsible for the privacy practices or other policies of the owners and operators of those sites. We therefore encourage you to read the privacy statements and policies on each site to which you are asked to submit personal information.
• 3.5 Unless required by law we will (and then only in good faith) from time to time share your personal data with other public sector bodies in Wales for the purposes of improving their procurement processes.

4. USE OF THE SERVICE

• 4.1 You understand that all information, data, text, photographs, graphics, audio, video, messages or other material ("Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Content originated. This means that you and other users of the Service, and not us, are entirely responsible for all Content that is uploaded, posted, emailed, transmitted or otherwise made available via the Service.
• 4.2 We do not control the Content posted via the Service and, as such, do not guarantee the accuracy, integrity or quality of such Content. You understand that, by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
• 4.3 You warrant and undertake to us that you will not use the Service for any purpose that is unlawful or prohibited by these User Terms. In particular, you agree not to use the Service to: -
  • 4.3.1 post, transmit, list or upload any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, disruptive to the Service, hateful or racially ethically or otherwise (at our sole discretion) objectionable;
  • 4.3.2 manipulate or otherwise alter identifiers in order to disguise the origin of any communication transmitted through the Service;
  • 4.3.3 disrupt or interfere with the operation of the Service, the web site which hosts the Service or any servers or networks connected to this web site;
  • 4.3.4 contravene any the laws of England and Wales;
  • 4.3.5 reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Service, use of the Service or access to the Service; or
  • 4.3.6 harvest or collect or store personal data about other users of the Service.
• 4.4 You acknowledge that we do not pre-screen Content, but we and the people we appoint shall have the right (but not the obligation) in our or their (as the case may be) sole discretion to delete or move any Content that is available via the Service. Without limiting the foregoing, we and the people we appoint shall have the right to remove any Content that violates the User Terms, breaches or is likely to breach legislation or any other applicable laws, regulations, standards or codes of practice, harms our reputation in any way or is (in our sole discretion) otherwise objectionable. You also agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
• 4.5 You acknowledge and agree that we may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the User Terms; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect our rights, property or personal safety, or the rights, property or personal safety the users of the Service or any third party.
• 4.6 You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
• 4.7 You confirm that if we have reasonable grounds to believe a user of the Service cannot (for whatever reason) access their registered details on the Site, we may modify, archive or delete these details as we think fit.
• 4.8 You acknowledge that your use of the Site and registration of your details in no way amounts to an endorsement by us of you or your organisation or any or its products or services and you will not explicitly, or otherwise refer to any endorsements by us unless you have obtained our written consent.
• 4.9 You will notify us as soon as reasonably possible of any Content which you believe contravenes the User Terms.

5. OWNERSHIP AND USE OF PROPRIETARY RIGHTS

• 5.1 We own all copyright in all features of the Service (including, without limitation, the design of the web site, all logos, text and graphics on the web site) except such features which are owned by third parties.
• 5.2 We also own all software used in connection with the Services, except such software which is owned by third parties (the "Software").
• 5.3 We will grant you a personal, non-transferable and non-exclusive right and licence (or sub-licence in the case of third party rights which have been licensed to us) to use the object code of the Software for the purpose of accessing the Software, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code of the Software or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.
• 5.4 We own the rights to the names and logos for "Sell2Wales", "Buy4Wales" and "XchangeWales" and you may not use these names or logos in any advertising or promotional literature without our written consent.
• 5.5 You grant to us in respect of your Content a non-exclusive, irrevocable, perpetual royalty free licence to use the intellectual property rights in your Content to enable us to display your Content and use it in accordance with these User Terms.
• 5.6 In the event that you wish to display any content of the www.sell2wales.co.uk website we will grant you a non-exclusive revocable, royalty free licence to do so in respect of our copyright in that content on the condition that you also display an acknowledgement that such content is derived from that Site.

6. INDEMNITY

You hereby agree fully to indemnify, keep indemnified and hold us or any of our officers, employees, agents, sub-contractors and affiliated companies harmless from and against any and all costs, claims, losses, damages or liability and expenses (including but not limited to legal fees) made by any third party in any jurisdiction due to or arising out of your use of the Service, your connection to the Service, your breach of the User Terms or any other breach by you of any third party rights.

7. MODIFICATION, SUSPENSION AND TERMINATION OF SERVICE

• 7.1 We reserve the right at any time and from time to time in our sole discretion and with or without notice to modify or discontinue, temporarily or permanently, the Service (or any part thereof) or your individual use of the Service. You agree that we shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Service.
• 7.2 Our rights under this section are in addition and without prejudice to all our other rights and remedies.

8. USE AND STORAGE

You agree that we have no responsibility or liability for the deletion or failure to store any messages and other communications maintained or transmitted by the Service. You further acknowledge that we reserve the right to change these general practices in our sole discretion with or without notice.

9. THIRD PARTY LINKS

From time to time the Service may contain links to web sites operated by parties other than us. These links are provided for your convenience only and may be provided by us or by other users of the Service. We have no control over these websites and are not responsible for the content of such websites. By offering you these links, we do not either impliedly or expressly endorse anything contained on such web sites or have any association with the operators of such websites. We also expressly exclude liability for any inaccurate, offensive, defamatory or obscene material which appears on these sites.

10. DISCLAIMER OF WARRANTIES

• 10.1 You expressly understand and agree that your use of the Services is at your own risk. The Service is provided on an "as is" and "as available" basis. We expressly make no warranties of any kind as to the Service, whether express or implied, including, but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, [the use of reasonable Care and Skill] and non-infringement.
• 10.2 In particular, we make no warranty that (i) the Service will meet your requirements; (ii) the Service will be uninterrupted, timely, secure or error-free; (iii) the results that may be obtained from your use of the Service will be accurate or reliable; (iv) the quality of any products, services, information or other material obtained by you through the Service will meet your expectations; (v) any errors in the Software will be corrected; and (vi) the Site is virus free or the Site contains nothing that may have destructive properties.
• 10.3 Any Content downloaded or otherwise obtained through the use of the Service is done so at your own discretion and risk and you understand and agree that you will be solely responsible for any damage to your computer system or loss of data that results from the download by you of any such content.
• 10.4 Without prejudice to the other provisions of this Section 10, we make no representations in respect of the information posted on the Site (whether in respect of its accuracy, adequacy, completeness or otherwise) and you are responsible for seeking your own independent advice before acting in reliance upon it and also for any use that you make of it.

11. LIMITATION OF LIABILITY

In no event shall we be liable for any damages whatsoever arising from your use of the Service including damages for loss of data, loss of profits, or loss connected with the use or performance of the Service or for the delay or inability to use the Service or for information products or services obtained through the Services, except that nothing under the User Terms shall limit our liability for any fraudulent statement or for personal injury or death caused by our negligence.

12. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow for the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations in Sections 10 and 11 may not apply to you.

13. GENERAL

• 13.1 Notices to you may be made via either email or standard mail. The Service may also provide notices of changes to the User Terms or other matters by displaying notices or links to notices to you generally on the Service.
• 13.2 No waiver by us of any breach of the User Terms by you shall be considered as a waiver of any subsequent breach of the same or of any other provision.
• 13.3 The User Terms shall govern your access to the Service to the exclusion of any other terms and conditions.
• 13.4 If any provision of these User Terms or part thereof shall be void for whatever reason, the offending words shall be deemed deleted and the remaining provisions shall continue in full force and effect.
• 13.5 Your rights and obligations under the User Terms are personal to you and you undertake that you shall not nor purport to assign, lease, charge, sub-licence or otherwise transfer such rights and obligations in whole or in part.
• 13.6 Nothing in these User Terms (as amended by us from time to time) shall create any right or benefit for any third party under the Contracts (Rights of Third Parties) Act 1999. This does not affect any right or remedy of a third party which exists or is available apart from under that Act.
• 13.7 We shall not be liable for any loss suffered by you or deemed to be in default for any delays or failures in performance hereunder resulting from acts or causes beyond our reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority or if our servers are not working.
• 13.8 Section headings are included for convenience only and shall not affect the interpretation of these User Terms.
• 13.9 These User Terms shall be governed by the laws of England and Wales and both you and us agree to submit to the exclusive jurisdiction of the Courts of England and Wales

14. UPDATING USER TERMS

We may vary the User Terms by posting new terms and conditions on the Site. You are responsible for regularly reviewing the User Terms to obtain notice of such changes. After any variation it will be the then current user Terms displayed on the Site that will be binding on you and use of the Site after any such change means you have accepted the new User Terms.

15. DISPUTES

In the event any user of the Service has a grievance or complaint about the Service they are encouraged in the first instance to contact complaints@sell2wales.co.uk or in writing to the Manager, sell2wales, Plas Glyndwr, Kingsway, Cardiff, CF10 3AH with the aim or resolving the issue. This in no way detracts from the rights of the user of the Service.

16. GOVERNING LAW

These User Terms are governed by and constructed in accordance with the laws of England and Wales as applied in Wales.