Engineering Circle Ltd (Herein referred to as “COMPANY”) provides free information services to users (otherwise referred to as “BUYERS”) and a paid service to “SUPPLIERS” as a procurement guide for goods and services throughout the global oil, gas and petrochemical industries. These Terms and Conditions govern the provision to and use of the Services by all users including “SUPPLIERS” and “BUYERS”
“COMPANY” means Engineering Circle Ltd and all the contents of its website www.engineeringcircle.com. “SUPPLIER” means a supplier, contractor or a service provider who registers on the System as a supplier. “BUYER” means anybody who uses the System for procurement, supply chain management or any other purpose. SUPPLIERS can also be classified as BUYERS if they use the SYSTEM to view supplier profiles, or in any way as it is intended for BUYERS. “SUPPLIER REGISTRATION” means the information content included in the obligatory standard questionnaire forming part of a SUPPLIERS’S record in the SYSTEM. “SYSTEM” means COMPANY database of SUPPLIERS and its website engineeringcircle.com administered and managed by COMPANY.
2. for SUPPLIERS (Paid Subscribers):
2.1. Services: Services provided by COMPANY (“SERVICES”) may include, but shall not be limited to, the operation of the System, the recording of information and the provision of objective audits and/or assessments of SUPPLIERS and the recording of the performance of SUPPLIERS and BUYERS. Company will endeavor to agree all records held on the System and relating to that SUPPLIER. A note may appear on the System if a SUPPLIER fails to agree a record. Access to the System will be available to BUYERS. SUPPLIERS and BUYERS may request and COMPANY shall consider any reasonable changes to the Services.
2.2. Specific Obligations of COMPANY: COMPANY agrees to provide the Services and operate the System in compliance with applicable law and in accordance with the highest ethical standards and principles of fairness, equality of opportunity, non-discrimination and strict confidentiality. COMPANY will not add or amend any information submitted by the SUPPLIERS and contained in their released for access record without the prior written or System submitted authorization receipt from the SUPPLIERS. COMPANY shall not be liable for any failure to perform its obligations hereunder to the extent that such performance has been delayed, hindered or prevented by any circumstances reasonably beyond its control.
2.3. Specific Obligations of SUPPLIERS: SUPPLIERS agree to use the System in accordance with these Terms and Conditions and warrant the accuracy of the information supplied to COMPANY and agree to the best of their abilities to answer the questions in the questionnaires as accurately and completely as possible so that the information reflects the status of their company and the specific products, equipment and/or services offered by them at the time of completion of any questionnaires, and thereafter to utilize the System to update their record in a timely manner whenever there is a change in the aforementioned information.
2.4. Exclusion of Liability: SUPPLIERS agree that they will utilize the Services at their own risk. COMPANY will use all reasonable endeavors to ensure the accuracy, completeness and confidentiality of any information provided as part of the Services. COMPANY shall have no liability whatsoever to SUPPLIERS in any circumstances in connection with the provision of the Services irrespective of COMPANY’s negligence and/or breach of duty (statutory or otherwise) or breach of confidence arising out of its negligence. Without limitation to the foregoing COMPANY excludes liability for any loss of profit, loss of opportunity or any consequential or indirect loss arising out of the provision of the Services. To the extent permitted by law, COMPANY’s liability is limited under any circumstances to the unexpired value of the SUPPLIER’S annual registration fee. For the purposes of this Clause 2.4 only all references to COMPANY shall be deemed to refer to COMPANY, its agents or sub-contractors. The Contracts (Rights of Third Parties) Act 1999 shall apply such that any of the foregoing shall be entitled to the benefit of the exclusions and indemnities contained in this clause (but not in any other respect and for the avoidance of doubt these Terms and Conditions may be amended or terminated without reference to any of the foregoing persons).
2.5. Fees: COMPANY will charge fees to SUPPLIERS to pay the costs of providing the Services. COMPANY will review and may amend the fees and payment terms from time to time. Details of current fees will be provided on request and set out in COMPANY website. Details of payment terms are as set out in section 2.15 (Payment Terms and Conditions).
2.6. Record Quality: COMPANY, at its sole discretion, may suspend or delete the record of a SUPPLIER if the record is considered incomplete or out-of-date as assessed against COMPANY’s standards or record quality and the SUPPLIERS has failed to comply with update requests issued by COMPANY. Where such deletion or suspension occurs, the SUPPLIER shall not be entitled to a refund in part or in whole of the paid registration annual fee.
2.7. Audits, Appraisals & Verification: COMPANY is entitled, at its own discretion and cost, to audit the SUPPLIER for verification of information which is placed with COMPANY for updating of the System. Reasonable notice in writing must be given for an intended audit. The result of an audit hereunder shall be presented to the SUPPLIER. If an audit is refused by a SUPPLIER or if material errors are detected or if failures are repeatedly found in the information provided by SUPPLIER, COMPANY may at its discretion require a SUPPLIER to withdraw from the System by written notice with immediate effect.
2.8. Ownership Rights: The copyright and all intellectual property rights whatsoever in all computer programs, user manuals, diskettes, product coding systems and other process documentation in connection with the Services and the System will remain vested in and be the property of COMPANY or its sub-contractors.
2.9. Passwords: COMPANY shall on request issue to SUPPLIER passwords enabling them to view and/or amend their information on the System. It is the responsibility of SUPPLIER to control access to, use and withdrawal of such passwords. COMPANY accepts no liability for misuse of such passwords.
2.10. Confidentiality: COMPANY is committed to ensuring confidentiality of matters in connection with the Services and the System. BUYERS are required to treat all information obtained from the System as confidential. COMPANY will publish all registered SUPPLIERS online. All information submitted in the standard Registration Questionnaire may be made available to all Buyers without restriction.
2.11. Delegation of Obligations: COMPANY may appoint third parties to fulfil any or all of its obligations including the provision of the Services. COMPANY will use reasonable endeavors to ensure that such third parties provide an appropriate and timely standard of performance and comply with confidentiality obligations.
2.12. Law and Jurisdiction: These Terms and Conditions shall be governed by New Zealand Law and COMPANY, BUYERS and SUPPLIERSs shall be subject to the non-exclusive jurisdiction of the New Zealand courts.
2.13. Termination: A SUPPLIER may withdraw from the System at any time on giving COMPANY written notice in which case there will be no reimbursement of any fees paid. In the event that a SUPPLIERS does not pay any fee when it falls due, such SUPPLIER shall be deemed to have withdrawn from the System and shall pay all relevant fees in force at the time of their subsequent rejoining. COMPANY shall require a SUPPLIER to withdraw from the System if it is found to be in breach of any of these Terms and Conditions.
2.14. General: These Terms and Conditions represent the entire agreement between COMPANY, and SUPPLIERS and can only be amended by revised Terms and Conditions issued by COMPANY. Failure of COMPANY, or its SUPPLIER to enforce it or their rights hereunder shall not constitute a waiver of such rights. These Terms and Conditions shall continue in effect until amended or terminated by COMPANY by written notice.
2.15: Payment Terms and Conditions:
2.15.1 If you become a trial subscriber, or a paid subscriber (“Subscriber or Subscribers”) of any of the Services, you will be bound by the payment terms set forth herein.
2.15.2 SUPPLIER subscription rates vary. If you subscribe, you must provide accurate, complete and updated SUPPLIER information. You will pay COMPANY for all fees, charges, and any applicable taxes, associated with the Services in accordance with the current rates, payment terms, and policies specified by COMPANY in the applicable Service enrollment screens and online help areas. You acknowledge that you will pay COMPANY all such fees, charges, and applicable taxes for the Services where enrollment in the Services has been made using your credit card or other means, whether made by you personally or by someone else in your organization on your behalf. If you enroll in the Services using a credit card, you certify to COMPANY that you are at least 18 years of age and that you are the cardholder of the credit card, or that you are expressly authorized by the cardholder to enroll in the Services.
2.15.3 You further acknowledge that your obligation to pay COMPANY all such fees, charges, and applicable taxes for the Service does not depend on usage of the Service, and that you remain obligated to pay COMPANY for the Service regardless of whether the Service is used or not. Unless you enroll as part of a free trial, your obligation to pay for the Service begins on the date of your enrollment in the Service, not the date of your first use of the Service. If made available, free trial or free access periods to use the Service also begin on the date of your enrollment in the free trial for the Service, and not the date of your first use of it. You may cancel your account for the Service during any free trial or free access period without charge. You may also cancel any subscription for the Service at any other time during its term. However, COMPANY does not prorate any fees, charges, or applicable taxes associated with the Service upon any termination or cancellation and does not refund any such amounts for any term already charged. You may cancel your account for the Service by sending an e‐mail to email@example.com, or by following the account deactivation steps within the Registered Supplier area of the service. General e‐mails not utilizing the above mentioned form, letters and other means of notification, including notifying your credit card company or bank that you no longer wish to be a subscriber will not serve as valid means of cancellation.
2.15.4 The price you pay for a Service is stipulated at the time you enroll in such Service and is valid for the initial period for which you enrolled in the Service. COMPANY reserves the right to change the price paid for a monthly or annual subscription after the initial enrollment period. WHERE STATED MONTHLY AND YEARLY SUBSCRIPTIONS TO THE SERVICE ARE ON A CONTINUOUS RENEWAL BASIS. This means your subscription will automatically renew every month on your monthly enrollment anniversary or the last day of the month if you enrolled on the 29th, 30th or 31st and the current month has no such date. For annual subscriptions, this means every year on your annual enrollment anniversary. Your credit charge or other form of payment will be automatically charged or debited unless you have notified COMPANY in accordance with Section 2.15.3 hereof that you wish to cancel the Service. Your subscription renewal will be at the then current price charged for the Service or your enrollment price, whichever is higher. YOU MUST CANCEL PRIOR TO YOUR SUBSCRIPTION RENEWAL DATE TO AVOID CONTINUED CHARGES.
2.15.5 Except with respect to payment terms when a trial is cancelled prior to its termination, this Agreement also states the terms and conditions under which you, as an evaluating user, shall be governed during any free trial period offered by COMPANY.
3. for BUYERS and SUPPLIERS (Referred to as Users):
3.1. RIGHTS IN SERVICE CONTENT AND THE SERVICE:
3.1.1 All content and tools provided by COMPANY on the Services are protected by copyright, trademark and/or other applicable intellectual property and proprietary rights laws and are owned, controlled, and/or licensed by COMPANY. The Services are also protected by copyright, patent, trademark, and other applicable intellectual property and proprietary rights laws. All trademarks appearing on the Services are the property of their respective owners. You agree not to use any trademarks or copyrighted material without express written permission of COMPANY.
3.1.2 You (BUYERS) may search, retrieve, display, download, and print content from the Services solely for your use. You shall make no other use of the content without the express written permission of COMPANY. You will not modify, publish, distribute, transmit, participate in the transfer or sale, translate, create derivative works, or in any way exploit other than as set forth herein, any of the content, tools or technology, in whole or in part, found on the Services. Further, you shall not engage in any systematic downloading or other activity directed towards any of the content, in whole or in part, found on the Services that would create any electronic database or archive containing such content. You shall not make any changes to any content that you are permitted to download under this Agreement, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You also will not “frame” any of the content, tools or technology on the Services or the Services themselves without the express written permission of COMPANY. You agree that you do not acquire any ownership rights in any downloaded content. You further agree that all rights in the Service and any of the content found on the Service not granted to you under this Agreement are expressly reserved to COMPANY.
3.1.3 In searching the Services, you shall not employ any automated search tools, including so called “crawlers,” “bots” and “spiders” that programmatically access and extract content in order to repurpose or resell the Services content and tools, nor may you “scrape” and/or reformat any information off the services HTML pages or XML interface, including meta tags, results pages, abstracts, and documents without the express written permission of COMPANY. Those seeking more information on permission for systematic access will need to e‐mail firstname.lastname@example.org.
3.2. USER ACTIVITIES AND PRIVACY OF USER INFORMATION ON THE SERVICE
3.2.1 You will use the Services and any tools, content, material, or information found on the Services solely for lawful purposes. You shall not upload to, distribute to or through, or otherwise disseminate through the Service any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any privacy or other rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services.
3.2.2 COMPANY has no obligation to, and does not and cannot, review every item of material or information that you and users other than you make available through the Services, and COMPANY is not responsible for any content of this material or information. However, COMPANY reserves the right to delete, move, or edit any material or information that it deems, in its sole discretion, unacceptable, libelous, defamatory, obscene, pornographic, abusive, or otherwise in violation of any law or that infringes or violates any privacy or other rights of any person or entity. Further, COMPANY reserves the right at all times to disclose any material or information as necessary to satisfy any law, regulation, or governmental request.
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless COMPANY (and any of its subsidiaries, affiliates, directors, officers, employees, agents, distributors, third party providers, and licensors (and their respective directors, officers, employees, and agents)) from and against all claims, liability, and expenses, including attorneys’ fees and legal fees and costs, arising out of your use of the Service or your breach of any provision of this Agreement. COMPANY reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim.
5. Third party content, third party providers, advertising and links
The Services include a number of third party providers for content, technology and other features, including the opportunity for users of the Services to purchase goods or services from third parties (“Third Party”). COMPANY makes no warranty concerning content, technology, goods or services provided by Third Party providers. YOU AGREE THAT ANY RECOURSE FOR DISSATISFACTION OR PROBLEMS WITH THOSE GOODS OR SERVICES WILL BE SOUGHT FROM THE THIRD PARTY PROVIDER DIRECTLY, NOT FROM COMPANY.
6. Notices between us
You may contact us by sending electronic mail to email@example.com. If a response is necessary, we will contact you by sending electronic mail to the address you provide to us.
COMPANY may terminate this Agreement and your use of the Services, or discontinue the Services, at any time. COMPANY shall have the right immediately upon notice to you to terminate your use of the Services in the event of any conduct by you which COMPANY, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement or violation of applicable law.
8. Law governing performance and disputes
Subject to the terms of any agreement we conclude with you when you subscribe as a on COMPANY, we reserve the right to withdraw all or part of the Website at any time.
These Terms are governed by and shall be construed in accordance with New Zealand law. Any dispute arising between us under or in connection with these Terms shall be subject to the non‐exclusive jurisdiction of the New Zealand courts.
These Terms constitute the entire agreement between us in relation to the provision by us to you of the Services, and they replace and supersede any prior arrangements between us in relation to the Services. You acknowledge that you are not relying on any statement made by us or any of our representatives with regard to the Services other than those expressly set out in these Terms (which includes, for the avoidance of doubt, the description of the Services set out on the Website. Nothing in this Paragraph shall exclude or restrict our liability for fraud or fraudulent misrepresentation.
The agreement between us which is comprised of these Terms is not intended to be for the benefit of any third party, and shall not be exercisable by any other person under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
The continued use of the Website following any changes to the Terms will mean that you accept such changes.
9. General terms
This Agreement and any policies and rules posted on the Services by COMPANY constitute the complete and exclusive and final expression of the agreement of the parties with respect to the subject matter hereof. No waiver by either COMPANY or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of COMPANY and its successors, trustees, and permitted assigns. COMPANY may assign this Agreement, or any of its rights or obligations under this Agreement, with or without notice to you. Any such assignment by COMPANY does not relieve you of your obligations under this Agreement.