Terms and conditions
Please read the following terms and conditions which includes the privacy statement below before using this web site. Your use of this CLS web site (“the web site” implies that you accept these terms and conditions which are an agreement (the “agreement”) between you and CLS establishing the terms and conditions under which the web site may be used. If you do not accept these terms and conditions do not access the web site.
1.
Definitions
1.1 "You/Your" means Yourself as a user of the Web site.
1.2 "CLS" which in this Agreement means the CLS group of companies.
1.3 "Content" includes all materials, content and services made available from time to time on the Web site whether viewed on screen or downloaded to another computer excluding third-party web sites linked from the Web site.
2.
Basis of use
2.1 This Agreement provides You with a non-exclusive licence to access the Web site. This licence shall include all Content available to You on the Web site and all other services available to You via the Web site from time to time. CLS reserves the right to revoke this licence at any time and to remove Content from the scope of the licence without notice.
2.2 It shall be Your responsibility to install and obtain licences for any software required to use the Web site and for You to ensure that such software is operating properly at all times. You shall provide at Your own cost, suitable access to the Internet or equivalent through which the Web site is intended to be delivered and You shall assume sole responsibility for the configuration and maintenance of that access and the licensing and/or provision of any software required.
3.
Availability and reliance
3.1 CLS reserves the right at any time to withdraw access to the Web site at any time for any purpose which CLS deems reasonable. The availability of the Web site over the Internet is at CLS' entire discretion.
3.2 CLS wishes You to be satisfied with the Web site, however, because the Web site is provided by means of a telecommunication systems (including local loop network providers and other connectivity arrangements over which CLS has no control) You acknowledge that the Web site cannot be operated in all circumstances without error (including without limitation errors in any software used by CLS and telecommunications links) and CLS shall be under no liability for the consequences arising from any such error or the reliance by You on the availability or content of the Web site.
4.
Content
4.1 The content of this website and any copyright or database right in such content is the property of CLS or its licensors and is subject to copyright with all rights reserved. You may download or print content or individual sections or pages of the website in unmodified form for internal use within your organization only provided that you retain any copyright, ©, Trademark, “TM” and other proprietary notices on the printed, downloaded or copied item. You may not disclose the content of this website outside of your organization.
4.2 The content is provided AS IS, without warranty of any kind, either express or implied, including, but not limited to: (I) any warranties that the content will be uninterrupted, timely, complete, adequate, secure, reliable, accurate, useful, or suitable; and (II) any warranties of title, warranty of non-infringement, and warranties of merchantability or fitness for a particular purpose.
4.3Accessing Content via this Web site does not in any way affect any of your obligations to CLS under the CLS Bank Documents (as defined in the CLS Bank International Rules), including any obligation to satisfy your Pay-In obligations. CLS jurisdictional legal opinions have been prepared by counsel for CLS and may be relied upon only by CLS. You should only rely upon advice independently obtained. CLS IS NOT RESPONSIBLE FOR THE USE OF, OR RELIANCE ON, THE CONTENT BY ANY RECIPIENT AND CLS DISCLAIMS ANY AND ALL LIABILITY ARISING FROM ANY SUCH USE OF, OR RELIANCE ON, ANY CONTENT BY A RECIPIENT.
5.
Electronic mail
5.1 The possibility to communicate by E-mail between You and CLS is only a convenience granted by CLS. You acknowledge the limitations on the reliability of delivery, timeliness and security of internet E-mail and understand that CLS will not be responsible for any loss or damage that could result from Your requests not being accepted, confirmed or processed or as a result of Your E-mails being intercepted by third parties. As a result of these concerns, You should not send sensitive information by E-mail, which may not be secure. If You do so, this will be at Your own risk.
6.
Links to other web sites
6.1 On this Web site You may be offered hyperlinks to other web sites which You may be interested in. CLS provides these links for Your information only and does not accept any responsibility for the content of those Web sites (please see the Disclaimer section of this Agreement below). The owners of any such linked web sites do not necessarily have any link, commercial or otherwise, with CLS.
7.
Misuse of web site
7.1 You agree not to use or to permit another to use the Web site:
7.1.1 in any way (including without limitation posting information on the Web site where this is available) which is defamatory, obscene, abusive, indecent or menacing or which infringes any intellectual property rights or breaches obligations of confidence or which is otherwise illegal or unlawful;
7.1.2 to introduce a software virus or other disruptive program or do any act which would cause the Web site to become unavailable for use by others;
7.1.3 to reproduce (in whole or in part), modify, decompile, disassemble or transmit or use for any commercial purpose whatsoever any Content or any part of the Web site without the prior written consent of CLS;
7.1.4 to solicit or encourage other Internet web sites to frame or hypertext link direct to the Web site or Content without the prior written consent of CLS;
7.1.5 in any way which is not authorised by CLS or in breach of this Agreement.
7.2 Without prejudice to its other rights, CLS reserves the right to suspend the provision all or any part of the Web site and/or to block or remove any e-mails or other postings, Content, or similar, of any user if CLS has reason to believe that this particular clause has not been complied with, that You are likely to not comply with it or any third party has cause to believe or complain of the same.
8.
Limitation of liability & disclaimer
8.1 Subject to the other provisions of this clause 8, CLS hereby excludes liability to the fullest extent possible under law in respect of any breach by CLS, its directors, agents, employees or sub-contractors of any term of this agreement.
8.2 Without prejudice to clause 8.1 and subject to clause 8.4, the following provisions set out CLS's entire liability (including any liability arising from its directors, employees, agents or sub-contractors) to you in respect of:
8.2.1 any breach of its contractual obligations arising under this agreement;8.2.2 any representations statement or tortuous act or omission including negligence arising under or in connection with this agreement; or8.2.3 any breach of statutory duty relating to the subject matter or performance of this agreement.8.3 To the fullest extent permitted by applicable law, CLS shall not be liable for any direct or indirect:8.3.1 incidental loss;8.3.2 special loss;8.3.3 wasted or lost management time;8.3.4 lost profits, goodwill, savings or other economic loss; and/or
8.3.5 loss of data (“excluded loss”) arising from or relating to the agreement or the performance or non-performance of any obligation under this agreement or any other services performed by CLS, even if such loss was reasonably foreseeable by CLS or if CLS had been advised of the possibility of you incurring the same.
8.4 CLS's liability to you shall not be limited (except that to the extent permitted by applicable law the limit of liability in clause 8.5 shall apply to any intellectual property rights infringement claims) for:
8.4.1 death or injury resulting from its own or that of its employees’, agents’ or sub-contractors’ negligence;
8.4.2 all damage suffered by you as a result of any breach by CLS of any implied conditions under the supply of goods and services act 1982 to the extent they cannot be excluded; and
8.4.3 any fraudulent representation made by CLS.
8.5 Save as provided in clause 8.4 and without prejudice to every other provision of this clause 8, CLS shall have no liability for any loss, damage or claim arising directly or indirectly from:8.5.1 the content, accuracy or completeness or otherwise of materials, opinions or information contained on the pages of this web site,8.5.2 the availability or non-availability of this web site; or8.5.3 any other performance or non performance of CLS of its obligations arising under or in connection with this agreement or otherwise and for any reason.
8.6 Nothing in this clause shall confer any right or remedy upon you to which you would not otherwise be entitled.
8.7 Although CLS shall use its reasonable endeavours within its control to protect its systems using virus checking software, please note that any content downloaded from the web site is at your own risk and CLS neither assumes nor accepts liability for any loss or damage howsoever caused, as a result of any computer viruses, trojan horses, worms, software bombs or similar items or processes arising from your use of this web site.
8.8 Any hyperlinks from this web site exist for information purposes and are for your convenience only. CLS accepts no liability (to the extent permitted by applicable law) for any loss or damage arising directly or indirectly from the accuracy or otherwise of materials or information contained on the pages of such web sites. CLS's inclusion of hyperlinks does not imply any endorsement of the material on such web sites.
9.
Indemnity
9.1 You hereby agree to indemnify and to keep CLS fully and effectively indemnified (to the fullest extent permitted by law) from and against any action, demand, liability, cost, claim, loss, damage, proceeding or expense (including legal fees, costs and expenses on a full indemnity basis) suffered or incurred by CLS arising from or which is directly or indirectly related to:
9.1.1 Your use of the Web site and the foregoing shall include (but not limited to) any claim of defamation, libel, slander, obscenity, invasion of privacy or any allegation thereof or infringement or alleged infringement of copyright, trade mark, moral right or patent or of obligations of confidence or any other claims anywhere in the world brought by third parties or any failure by You to meet any third party obligations; and/or
9.1.2 any of Your actions that are inconsistent with, or are in breach of, Your obligations under this Agreement, any relevant national or international laws or regulations, or arising out of Your gross negligence.
10.
Security
10.1 You acknowledge and accept that any services provided through this website involves transmissions over the Internet and that such transmissions are therefore subject to the Internet’s inherent risks. Whilst CLS acknowledges its responsibility to take reasonable security precautions, You also acknowledge and accept that, as with any network, You may also be exposed to:
10.1.1 unauthorised invasions of privacy during, or as a result of, using the website;
10.1.2 system-threatening viruses and other unauthorised and invasive programs transmitted by third parties;
10.1.3 unauthorised dissemination and publication to others of information and material originally sent only to selected recipients on or through the Service;
10.1.4 eavesdropping and electronic trespassing;
10.1.5 fraud and forgery; and/or
10.1.6 the failure of information and data to reach their intended destinations and/or erroneous receipt or misdirection of such information.
10.2 Although CLS and its suppliers’ privacy and security features are designed to reduce these risks, CLS cannot guarantee their elimination. You acknowledge therefore that no transmission via the website shall be deemed confidential and that CLS shall not be liable for any breach of confidence arising as a result of such event.
11.
Use and disclosure of personal data
11.1 Unless restricted by law, You agree that all personal data relating to You collected by CLS from this Web site or submitted by You whilst using this Web site may be used, disclosed and transferred for such purposes and to such persons as may be in accordance with CLS's current Privacy Statement.
12.
Modification
12.1 CLS reserves the right in its discretion to change without prior warning or notice any Content on this Web site and the Terms and Conditions under which this Web site is used and You are advised to read the Terms and Conditions upon every occasion You visit this Web site.
13.
Intellectual property rights
13.1 All Content including, but not limited to the text, graphics, links and sounds are the copyright of CLS and may not be copied, downloaded, distributed or published in any way without the prior written consent of CLS.
13.2 "CLS", is the registered trade mark and service mark of a member company of CLS and no permission or licence is granted to use any such trade mark or service mark without the prior written consent of an authorised member company of CLS. All other marks names and logos used on this Web site (unless otherwise stated) and associated intellectual property rights are owned by or licensed by CLS.
13.3 In relation to any information or materials which You submit to CLS using this Web site, You grant to CLS a licence of the copyright and intellectual property rights in such information or materials for the purpose for which it was submitted and any related purpose, without limitation, the copying, transmission, distribution and publication thereof, unless restricted by applicable law.
13.4 You agree that CLS shall not be under any obligation of confidentiality to You regarding any such information or materials submitted to it using this Web site unless agreed otherwise in a separate direct contract between You and CLS or required by law.
13.5 You acknowledge that the contents of the foregoing provisions shall not limit any specific provisions set out in the individual terms and conditions of particular products and services offered on or through this Web site.
14.
Data protection – Cookies and monitoring
14.1 The Web site may use "cookies" for collecting user information from certain pages of the Web site. Cookies are small text files stored on Your computer and placed there by the Web site's web-server. Each time Your internet browser requests a page from the web-server, the text file is read. A cookie’s main objective is to identify users and personalise their visit by customising their web pages for them, for example, by welcoming them by name the next time they visit the Web site (please refer to the Cookie Policy for further details on our use of cookies and Internet Protocol Address tracking methods, as well as on how to unsubscribe from some of our services).
14.3 We may record or monitor telephone calls with CLS for security, compliance with the law, training purposes and to maintain and improve the quality of our services (for further details please refer to the CLS Group Privacy Notice).
15.
Confidentiality
15.1Each party shall keep confidential both during and after the term of this Agreement all information relating to the Web site and/or to the other party’s business ("Confidential Information") which may become known to either party in connection with this Agreement except information that is in the public domain other than as a result of a breach of this Agreement or already known to the receiving party free of any obligation of confidentiality owned to the disclosing party or any third party, or is required to be disclosed by law or competent regulatory authority, provided that, to the extent possible, prior notice of such disclosure shall be provided to the disclosing party, and such information shall be marked as confidential at the time of delivery. Neither party will use any Confidential Information except for those purposes permitted under this Agreement.
16.
No effect on other agreements
16.1 No provision of this Agreement shall be construed so as to negate, amend, modify, replace, limit, or affect in any way the provisions of any other agreement between the parties.
17.
Termination
17.1 CLS shall be entitled on any breach of this Agreement by You or if in CLS’s reasonable opinion a material breach is about to occur to terminate this Agreement, Your access to this Web site and use of its Internet services at any time, without further notice.
18.
Third party rights
18.1 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, save that CLS shall be entitled to recover loss or damage suffered by its corporate affiliates as though CLS had itself suffered such loss or damage.
19.
Jurisdiction and restrictions
19.1 This Agreement is governed by English Law and any dispute shall be subject to the exclusive jurisdiction of the English Courts.
Version/Issue number [0.2]