1. Definitions and interpretation
1.1 In these Terms the following words have the following meanings:
- "Company", "we", "us" and "our" means Imperial Connect Limited, trading as ST Commodity Services, a company registered in England and Wales with company number 12204420.
- "User", "you" and "your" means any person or entity that accesses or uses the Website or the Services, and any company or organisation on whose behalf that person acts.
- "Website" means www.stcommodityservices.com and any sub-domain, page, form or feature of it, including the Deal Board.
- "Deal Board" means the area of the Website on which summaries of buyer requirements and seller offers are displayed.
- "Listing" means any requirement, offer, position or other summary displayed on the Deal Board or elsewhere on the Website.
- "Services" means the Website, the Deal Board, the enquiry and registration forms, the market insights, and any introduction, information, communication or assistance we provide to you in connection with a potential Transaction.
- "Transaction" means any actual or proposed purchase, sale, supply, exchange, financing, shipment or other dealing in any commodity or goods, whether or not completed.
- "Counterparty" means any buyer, seller, producer, title holder, trader, financier, inspector, carrier or other person with whom you deal or may deal in connection with a Transaction.
- "Transaction Contract" means the written contract entered into between the principals to a Transaction.
- "Fee Agreement" means any written agreement between you and us setting out our fee, commission or margin in connection with a Transaction.
- "Confidential Information" means all non-public information disclosed by us or on our behalf, in any form, including the identity and details of any Counterparty, Listing, product, specification, price, volume, route or Transaction.
- "Introduction" means any disclosure by us, directly or indirectly, of the identity, contact details or existence of a Counterparty or a Transaction opportunity.
- "Sanctions" means any economic or financial sanctions, trade embargoes or export controls administered or enforced by the United Kingdom, the European Union, the United States of America, the United Nations or any other relevant authority.
2. Acceptance and application of these Terms
2.1 These Terms govern your access to and use of the Website and the Services. By accessing or using the Website or the Services, registering, submitting an enquiry, or receiving any Introduction or information from us, you accept these Terms and agree to be bound by them.
2.2 If you do not agree to these Terms, you must not use the Website or the Services.
2.3 If you use the Website or the Services on behalf of a company or other organisation, you warrant that you are authorised to bind it to these Terms, and that it accepts them.
2.4 These Terms apply in addition to any Fee Agreement, non-disclosure agreement or non-circumvention agreement between you and us. If there is a conflict, the signed written agreement prevails to the extent of the conflict, save that nothing in any such agreement shall reduce the protection given to us by clauses 6, 7, 16 and 17 unless it expressly says so.
3. Eligibility
3.1 The Website and the Services are provided only for businesses and professionals acting in the course of their trade, business or profession. They are not intended for consumers, and you warrant that you are not acting as a consumer.
3.2 You warrant that you are at least 18 years old, that you have full legal capacity, and that your use of the Website and the Services is lawful in the country from which you access them.
4. Nature of the Website and the Services
4.1 The Website and the Services are provided for general information and for the purpose of identifying potential Transactions only.
4.2 Nothing on the Website, and nothing we communicate to you, constitutes an offer, an acceptance, an invitation to treat, a quotation, a commitment to supply or to buy, or a representation that any commodity is available on any terms.
4.3 Nothing on the Website or in the Services constitutes legal, financial, investment, tax, accounting, regulatory, technical or other professional advice. You must obtain your own independent professional advice before entering into any Transaction.
4.4 Specifications, grades, origins, routes, seasons, documents and other details shown on the Website are typical and indicative only. They may be incomplete, out of date or not applicable to any particular lot. The only specification binding on any party is that set out in the Transaction Contract.
4.5 Market insights describe general conditions and practice at the time of writing. Laws, regulations, duties, export controls, prices and market practice change frequently, and we have no obligation to update any content.
5. Listings on the Deal Board
5.1 Listings are anonymised summaries prepared from information supplied by third parties. They are displayed without Counterparty names or prices.
5.2 A Listing is not an offer capable of acceptance and does not create any obligation on us or on any other person. Listings may be amended, filled, suspended or withdrawn at any time without notice.
5.3 We do not warrant that any Listing is accurate, complete, current or genuine, that the goods described exist or are available, or that any Counterparty is willing or able to complete a Transaction.
5.4 We may refuse, edit or remove any Listing at our sole discretion.
6. Our role and Transactions between principals
6.1 Unless we expressly agree otherwise in a written contract signed by one of our directors in which we are named as buyer or seller, we are not a party to any Transaction or Transaction Contract, and we do not act as agent, broker of record, trustee, escrow holder, guarantor, surety, insurer or representative of any User or Counterparty.
6.2 Every Transaction is entered into directly and solely between the principals to it, on terms they negotiate and agree between themselves. Each principal is solely responsible for its own obligations under the Transaction Contract.
6.3 Without limitation, we have no responsibility for, and give no warranty in respect of: the existence, quantity, quality, specification, grade, origin, condition, packing or fitness for purpose of any goods; title to goods or the right to sell them; delivery, shipment, loading, transit, discharge or storage; payment, letters of credit, bank instruments, financing or currency; inspection, sampling, assay or certification; insurance; export or import licences, permits, duties or clearances; documents of any kind; or the performance, solvency, honesty or conduct of any Counterparty.
6.4 Any due diligence, verification or checks we carry out are performed solely for our own purposes in deciding whether to make an Introduction. They are limited in scope, may rely on documents and information supplied by third parties, and do not constitute any assurance, representation or warranty to you. You must carry out your own independent due diligence on every Counterparty, goods, document and term before entering into any Transaction.
6.5 Any fee, commission or margin payable to us is due only as set out in a Fee Agreement. Payment of any fee does not make us a party to the Transaction or increase our responsibility in connection with it.
7. No reliance
7.1 You acknowledge that, in using the Website and the Services and in entering into any Transaction, you have not relied on any statement, representation, assurance, specification, Listing, opinion or information made or provided by us or on our behalf, other than as expressly set out in a written agreement signed by one of our directors.
7.2 Any decision to enter into a Transaction is made solely at your own risk and on the basis of your own judgement, investigations and professional advice.
8. Registration and information you provide
8.1 When you register, submit an enquiry, or provide any information or document to us, you warrant that it is true, accurate, complete and not misleading, that you are entitled to provide it, and that its use by us as contemplated by these Terms will not infringe the rights of any person.
8.2 You must promptly notify us of any change to information you have provided.
8.3 You grant us a non-exclusive, royalty-free licence to use, copy, summarise and disclose information you provide, including in anonymised Listings and to prospective Counterparties, for the purposes of the Services.
8.4 We may decline any registration, enquiry or Listing, and may suspend or withdraw your access to the Website or the Services, at any time and at our sole discretion, without giving reasons and without liability.
9. Due diligence, anti-money laundering and Sanctions
9.1 We may at any time require you to provide documents and information to verify your identity, ownership, directors, authority, financial standing, title to goods, source of funds and compliance with law, including company registration documents, identification of directors and beneficial owners, bank references and proof of title or allocation. We may refuse to proceed until we are satisfied.
9.2 You warrant, on each occasion you use the Website or the Services, that neither you nor any of your directors, officers, beneficial owners or affiliates is a person subject to Sanctions or owned or controlled by such a person, and that no Transaction you propose involves any sanctioned person, territory, vessel or goods, or any breach of Sanctions or export controls.
9.3 You must comply with all applicable laws relating to anti-money laundering, counter-terrorist financing, anti-bribery and anti-corruption, including the Bribery Act 2010, the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, and equivalent laws in any other relevant jurisdiction.
9.4 We may refuse, suspend or terminate any dealing, and may report any matter to the relevant authorities, if we suspect any breach of this clause 9, without notice and without liability to you.
10. Confidentiality
10.1 You must keep all Confidential Information strictly confidential and use it solely to evaluate the Transaction to which it relates.
10.2 You must not disclose Confidential Information to any person except to your own directors, employees and professional advisers who need to know it for that purpose and who are bound by equivalent obligations of confidence. You are responsible for any breach by them.
10.3 Clause 10.1 does not apply to information that is or becomes public other than through your breach, that you can show was lawfully in your possession before we disclosed it, or that you are required to disclose by law or by a competent authority, provided that you give us prompt prior notice where lawful.
10.4 Your obligations under this clause 10 continue for five years after the date of the last disclosure of Confidential Information to you.
11. Non-circumvention
11.1 You must not, directly or indirectly, whether on your own account or through any affiliate, employee, agent or other person, contact, solicit, negotiate with, deal with or enter into any Transaction with any Counterparty introduced by us, or in relation to any Transaction opportunity disclosed by us, except through us or with our prior written consent.
11.2 You must not use Confidential Information to avoid, bypass or reduce any fee, commission or margin that would otherwise be payable to us.
11.3 The obligations in this clause 11 apply for five years from the date of the relevant Introduction and extend to every Transaction, renewal, extension, repeat order or related dealing with the introduced Counterparty during that period.
11.4 If you breach this clause 11, you must pay us, on demand and as a debt, a sum equal to the fee, commission or margin we would have earned had the Transaction been completed through us, calculated in accordance with any applicable Fee Agreement or, if none, at the rate customary in the relevant market for the commodity concerned, together with our costs of enforcement. This is without prejudice to any other right or remedy we may have, including injunctive relief.
11.5 Where you have signed a separate non-disclosure or non-circumvention agreement with us, its terms apply in addition to this clause 11, and the provision giving us the greater protection prevails.
12. Fees
12.1 Any fee, commission or margin payable to us is set out in a Fee Agreement. Unless the Fee Agreement says otherwise, it is earned on the signing of a Transaction Contract between parties we introduced, whether or not the Transaction is subsequently performed.
12.2 All sums payable to us are exclusive of VAT and other taxes, and must be paid in full without set-off, counterclaim or deduction.
12.3 We may charge interest on overdue sums at the rate provided by the Late Payment of Commercial Debts (Interest) Act 1998.
13. Acceptable use
13.1 You must not use the Website or the Services:
- To submit false, misleading, fraudulent or unverified offers, requirements, documents or information
- To impersonate any person, or to misrepresent your identity, authority, affiliation or title to goods
- To request or offer upfront fees, bank instruments, proof of funds or other payments from any person in breach of normal trade practice
- To copy, scrape, harvest, index, frame or republish any content or Listing by automated or manual means
- To attempt to gain unauthorised access to the Website, its servers or any connected system, or to interfere with or disrupt its operation
- To introduce any virus, malware or other harmful material
- To send unsolicited marketing, or to collect information about other Users or Counterparties
- In any way that breaches any applicable law, regulation or Sanctions, or these Terms
14. Intellectual property
14.1 All intellectual property rights in the Website and its content, including text, design, layout, graphics, maps, data, Listings, the ST Commodity Services name and logo, belong to us or our licensors. Photographs are used under licence.
14.2 You may view and print pages of the Website for your own internal business purposes only. You must not copy, adapt, reproduce, distribute, publish or commercially exploit any part of the Website without our prior written consent.
15. Third-party content and links
15.1 The Website may contain information supplied by third parties and links to third-party websites. We do not control, verify or endorse such information or websites, and we accept no responsibility or liability for them or for any loss arising from your use of them.
16. Exclusion of liability
16.1 Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation by us, or for any other liability that cannot lawfully be excluded or limited. Clauses 16.2 to 16.7 apply subject to this clause 16.1 only.
16.2 To the fullest extent permitted by law, we have no liability whatsoever to you or to any other person in connection with any Transaction, Transaction Contract, Listing, Introduction or Counterparty, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.
16.3 Without limiting clause 16.2, we have no liability for any loss, damage, cost or expense arising from or in connection with: any failure, default, delay, fraud, misrepresentation, insolvency or other act or omission of any Counterparty or third party; the non-existence, non-delivery, short delivery, quality, specification, condition or title of any goods; any failure of payment, letter of credit, bank instrument or financing; any inspection, assay, certificate or document; any loss or damage to goods in transit or storage; any breach of Sanctions, export controls or import rules by any other person; or any reliance on the Website, a Listing or any information, opinion or check provided by us.
16.4 To the fullest extent permitted by law, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded, and the Website and the Services are provided on an "as is" and "as available" basis.
16.5 To the fullest extent permitted by law, we have no liability for any loss of profit, revenue, business, contracts, opportunity, goodwill, reputation, data or anticipated savings, or for any indirect, special or consequential loss, in each case however arising.
16.6 We have no liability for any loss or damage caused by viruses, interruption, unavailability, error or inaccuracy of the Website, or by any change, suspension or withdrawal of the Website or the Services.
16.7 If, despite clauses 16.2 to 16.6, we are found to have any liability to you, our total aggregate liability in connection with the Website, the Services, these Terms and any Transaction shall not exceed £100.
16.8 You acknowledge that the Website and the Services are provided free of charge, that you are a business able to obtain insurance and professional advice, and that the exclusions and limits in this clause 16 are reasonable in all the circumstances.
17. Indemnity
17.1 You shall indemnify and keep us, our directors, officers, employees and agents fully indemnified against all claims, demands, liabilities, losses, damages, costs (including reasonable legal fees) and expenses arising out of or in connection with: your use of the Website or the Services; any Transaction you enter into or propose; any information, document or Listing you provide; any claim by a Counterparty or other third party relating to you or your dealings; and any breach by you of these Terms, including clauses 8, 9, 10, 11 and 13.
18. Events outside our control
18.1 We are not liable for any failure or delay in providing the Website or the Services caused by any event outside our reasonable control, including failure of telecommunications or internet services, cyber attack, fire, flood, pandemic, war, terrorism, civil unrest, governmental action, Sanctions or industrial action.
19. Data protection
19.1 We process personal data in accordance with our privacy policy, which forms part of these Terms.
20. Suspension and termination
20.1 We may suspend or terminate your access to the Website or the Services at any time, with or without notice, for any reason, including any actual or suspected breach of these Terms.
20.2 Clauses 6, 7, 10, 11, 12, 16, 17 and 28, and any other provision intended to survive, continue to apply after any termination.
21. Assignment
21.1 You may not assign, transfer or subcontract any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations at any time.
22. Entire agreement
22.1 These Terms, together with any Fee Agreement and any non-disclosure or non-circumvention agreement signed by us, constitute the entire agreement between you and us relating to their subject matter and supersede all prior statements, representations and understandings. You agree that you have no remedy for any statement or representation not expressly set out in them, save for fraudulent misrepresentation.
23. Severance
23.1 If any provision of these Terms is found to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
24. Waiver
24.1 No failure or delay by us in exercising any right or remedy shall operate as a waiver of it, and no single or partial exercise of any right or remedy shall prevent its further exercise.
25. Third-party rights
25.1 Save for our directors, officers, employees and agents, who may enforce clauses 16 and 17, no person other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
26. Notices
26.1 Notices to us must be sent using the contact form on the Website and are effective on receipt. We may give notice to you by email to any address you have provided, or by posting a notice on the Website.
27. Changes to these Terms
27.1 We may amend these Terms at any time by publishing a revised version on the Website. The revised version applies from the date of publication. Your continued use of the Website or the Services after that date constitutes acceptance of the revised Terms.
28. Governing law and jurisdiction
28.1 These Terms, and any dispute or claim, including non-contractual disputes or claims, arising out of or in connection with them, the Website or the Services, are governed by and construed in accordance with the law of England and Wales.
28.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, save that we may bring proceedings for injunctive relief or to recover sums due in any court of competent jurisdiction.