Terms & Conditions
Igun Africa Website Terms & Conditions
These Terms govern the Client’s use of the Service. These Terms have the meanings specified in Clause 1.1 below unless otherwise defined.
|Agreement||These terms and conditions.|
|Benchmark||Any price or index falling within the definition of ‘benchmark’ under the London Metal Exchange’s (LME) Terms|
|Benchmark Regulation||United Kingdom (UK) Regulations|
|Commencement Date||The date on which Igun makes the Service available to the Client.|
|Client||The person listed in the Registration Form of Igun who is the counterparty to Igun under this Agreement.|
|Derived Information||Data which is created as a result of the Client receiving the Information and then processing the Information, changing the Information and/or combining the Information with other data, for example (without limitation) in constructing or calculating the value of any price reference, or indexed products.|
|Device||Any unit of equipment, fixed or portable, that receives, accesses or displays the Information in visible, audible or other comprehensible form.|
|Holding Company||As defined in Clause 1.2.3.|
|Information||Any information in any form made available on any Igun website relating to Igun or its members, partners, vendors or other stakeholders including, without limitation, market data prices, volumes, quotations, indices, time stamps, news and other information related to the services, products, contracts and other instruments traded on any platform operated by the Igun.|
|Intellectual Property Rights||All intellectual property, including patents, utility models, trade and service marks, trade or business names, domain names, rights in designs, copyrights, moral rights, and rights in databases and rights in trade secrets and confidential information, in all cases whether or not registered or registrable in any country for the full term of such rights including any extension to or renewal of the terms of such rights and including registrations and applications for registration of any of these and rights to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world.|
|Igun||Igun Incorporated and its Affiliates|
|Affiliate||In relation to a Party, any Subsidiary or Ultimate Holding Company of that Party and any other Subsidiary of that Ultimate Holding Company in any country|
|Igun Trade Mark||Means any trade mark (i) belonging to or used by Igun from time to time; or (ii) that the Igun may register or apply to register from time to time.|
|Losses||In respect of any matter, event or circumstance includes all losses, claims, demands, actions, proceedings, damages and other payments, costs, expenses or other liabilities of any kind.|
|Member||A Company, institution, or individual admitted to membership of the Igun Marketplace.|
|Igun Marketplace||The functional arrangement either by electronic means or manual process for buyers to have access to supply of products or the Service, and for producers or sellers to have access to demand or the Service for selling their products.|
|Parties||Igun and the Client.|
|Registration Form||The online registration form available on this website to be used in an application to access and use the Information according to these Terms, in which the Client makes such an application, which includes all completed details required by Igun.|
|Service||The provision of Information, access to supply, access to demand, support, trade facilitation, service facilitation or consultancy to the Client via this website including, but not limited to, web pages, images and other media, RSS feeds and other downloads.|
|Software||Any software supplied by Igun or any third party acting on behalf of the Igun to the Client in connection with the access or use of the Information.|
|Subsidiary||As defined in Clause 1.2.3.|
|Term||As defined in Clause 1.2.3.|
|Terms||These general terms and conditions regarding the supply and use of Information, as amended from time to time in accordance with the terms of this Agreement.|
|Ultimate Holding Company||A Holding Company which is not also a Subsidiary.|
1.2. In these Terms (except where the context otherwise requires):
1.2.1. References to the words “includes” or “including” will be construed without limitation to the generality of preceding words;
1.2.2. Words or phrases used as singular include the plural and vice versa;
1.2.3. A company is a “Subsidiary” of another company, its “Holding Company”, if that other company holds directly or indirectly the required percentage of the voting rights in the company and/or exercises effective control over it.
2. Rights Granted to the Client
2.1. Subject to the other provisions of the Agreement, in consideration of the Client abiding by the terms of this Agreement, Igun: (i) agrees to provide the Service to the Client on a non- exclusive basis; and (ii) grants to the Client a limited, non-exclusive, revocable, personal, and non-transferable licence during the Term to use the Information in accordance with the terms of this Agreement.
2.2. On submission of an application to Igun using the Registration Form and/or on each occasion a Client accesses the Igun website for the purpose of receiving the Service, the Client agrees to be bound by these Terms in relation to the Service.
2.3. The Client acknowledges and agrees that Igun has exclusive and valuable property rights in and to their own Information, and such Information constitutes valuable confidential information, trade secrets and/or proprietary rights of Igun.
3. Restrictions on Use by the Client
3.1. Unless specifically agreed with Igun in writing, the Client shall not, and shall not permit any of its employees to:
3.1.1. copy, modify, reverse engineer, reverse assemble or reverse compile the Information or the Service;
3.1.2. archive the Information, manipulate the information in any way or create Derived Information from the Information;
3.1.3. use the Information in connection with the determination of a Benchmark or pass the Information to an Administrator in connection with the determination of a Benchmark;
3.1.4. distribute, rent, sell, retransmit, redistribute, release, license, communicate (orally, in writing, electronically or otherwise) or otherwise furnish, or permit to be communicated, redistributed or otherwise furnished, in any format, the Information or Derived Information to any third party except for the employees or agents of the Company included on the Registration form, or of the Company Igun has a signed Agreement on a certain project;
3.1.5. allow any third party to take, directly or indirectly, any of the Information from the Client;
3.1.6. allow any third party to access the Information through the use of the user IDs and passwords allocated to Client in connection with this Agreement;
3.1.7. whilst the Information is confidential information, use (or permit to be used) the Information, or any part of it, as the basis for settlement of a contract on an exchange, marketplace or other trading platform which is not operated by Igun or its Affiliates;
3.1.8. whilst the Information is confidential information, use (or permit to be used) the Information, or any part of it, in any other manner which is or may be directly or indirectly competitive with the operations of Igun or its Affiliates;
3.1.9. permit access to, distribute, sub-licence or publish the Information or Trade Marks to any third party;
3.1.10 use the Information for any illegal purpose.
3.2.The Client shall adopt and enforce any policy that is reasonably necessary to prevent any of the events specified in clause 3.1 from occurring.
3.3. The Client shall access and use the Information exclusively for own internal business activities of the Company detailed in the Registration Form or case-by-case contract and Agreement with Igun.
3.4. The Client shall use best efforts to ensure that it maintains sole control and possession of, and sole access to, the Information, and abide by any other limitations on use of the Information or the Service that Igun may specify.
3.5. The Client’s access to and use of the Information may be monitored by Igun for its own purposes (including, without limitation, for purposes of monitoring levels of activity and for purposes of maintaining the functional and operational integrity of Igun Marketplace and for purposes of complying with applicable laws and regulations) and not for the benefit of Client.
4. Data Policy
5. Term and Termination
5.1. This Agreement shall take effect on the Commencement Date and continues automatically on a monthly basis until terminated by either Party in accordance with this Agreement (the period from and including the Commencement Date to and including the date of Termination being the “Term”).
5.2. Subject to Clause 5.1 above, this Agreement is ongoing on a monthly basis and continues until terminated by:
5.2.1. Igun or
5.2.2. the Client.
5.3. Notwithstanding anything else contained in this Agreement, Igun may suspend the performance of or terminate this Agreement and the Client’s licence to use the Information immediately at Igun’s discretion.
5.4. Following the termination of the Agreement, the Client shall, if requested to do so by Igun:
5.4.1. Either: (i) return to Igun, or (ii) destroy, all copies (whether in hard copy or electronic form) of the Information, the Software and other materials related thereto then in Client’s possession or under Client’s control, without keeping any copy or transcript thereof, except for any automated back-ups;
5.4.2. Permanently remove the Software, the Information and any other materials related thereto from any and all Devices upon which such materials are installed, except for any automated back-ups; and
5.4.3. Certify to Igun in writing that Client has fully complied with the requirements specified.
5.5. Termination of this Agreement shall not affect the accrued rights and/or liabilities of the Parties arising out of this Agreement as at the date of termination and all clauses which are expressed to survive this Agreement or which by implication, shall remain in full force and effect.
6.1. Upon request in writing from Igun, Client agrees to furnish promptly to Igun any information or report that it reasonably requests and that is reasonably related to access to the Information and use of the Information by the Client.
7. Changes to the Information, Service and/or the Agreement
7.1. Igun may, in its sole discretion, with or without cause or prior notice to Client, alter, vary or replace the Information or the Service or temporarily or permanently cease to make the Information available or suspend, terminate or restrict Client’s access to the Information. This includes a right to undertake maintenance and software reliability works (and therefore suspend the Service) without prior notice to the Client. During such periods Clients will not be able to, amongst other things, process subscription changes including cancellations and amendments to product and user requirements.
7.2. Igun reserves the right to update or amend this Agreement or any part of it as a consequence of new policies or the introduction of new services or for any other reason. The Client will be deemed to have accepted the proposed changes unless the Client notifies Igun. If the Client does not accept the new Terms & Conditions it shall be entitled to terminate this Agreement by written notice to Igun to take effect from the date such new Terms & Conditions take effect.
8. Client’s Covenants, Representations and Warranties
8.1. The Client warrants and represents that:
8.1.1. all information provided by it to Igun as required by the Registration Form is true, accurate and complete information and agrees to notify Igun within 10 business days should any such information change.
8.1.2. Client does not and does not intend to engage in the business of distributing the Information.
9. Limitations on Liability
9.1. The Client acknowledges and agrees that:
9.1.1. the Information is provided on an “as is” basis and that all statements and representations (other than fraudulent misrepresentation) warranties, terms, limitations, including any implied by statute, consumer law or otherwise, are hereby excluded to the maximum extent permissible by law;
9.1.2. the provision of Information is made with equipment, communications, devices, and/or leased lines not owned or operated solely by Igun;
9.1.3. Igun will not be liable to the Client or any other person for any delay, inaccuracy, error or omission of any kind in the Information or for any resulting Losses, unless there is undoubted proof the act or omission by Igun was in bad faith;
9.1.4. Igun will not be liable to the Client or any other person for any Losses suffered or incurred by the Client or any other person arising from any unauthorised access to the Information or any other misuse of the Information, unless such access or misuse was the result of a substantially proven act of bad faith by Igun;
9.1.5. save as a result of bad faith or as expressly provided in these Terms, Igun will not be liable in contract, tort (including negligence and breach of a statutory duty) or otherwise to the Client, or to other persons directly or indirectly making use of the Information, for any direct, indirect or consequential loss, damage, loss of profit, business revenue, goodwill or other injury, cost or expense arising in any way out of access to, provision or use of the Information;
9.1.6. Igun shall not be responsible or liable for the operation, performance or reliability of any hardware, software, telephone lines or other equipment required to access the Service which is owned or operated by the Client.
9.2. The Client indemnifies Igun and their respective directors, officers, employees and agents against all Losses suffered or incurred by Igun, its Affiliates or their licensors in connection with:
9.2.1. any breach of this Agreement by the Client or any act or omission on the part of the Client in contravention of this Agreement;
9.2.2. the infringement (or alleged infringement) of Igun’s Intellectual Property Rights in the Information arising from the access or use of the Information by the Client other than as permitted by this Agreement.
9.3. This clause 9 shall survive termination of the Agreement for whatever reason.
10. Intellectual Property Rights
10.1. The Intellectual Property Rights in the Information shall be and remain vested in Igun or its licensors. The Client acknowledges Igun’s and its licensor's ownership of the Information and agrees that neither receipt of the Information by the Client nor use of the Information by the Client has any effect on the Intellectual Property Rights of Igun and its licensors.
10.2. This Agreement does not involve the transfer of any Intellectual Property Rights owned by or licensed to Igun.
10.3. Unless specifically authorised by Igun in writing, the Client shall not use or register any trade mark which is identical or similar to any trade mark, whether registered or unregistered, of Igun or Affiliates.
10.4. This Clause 10 shall survive termination of the Agreement for whatever reason.
11.1. Igun will not be liable for any delay or failure to meet its obligations under this Agreement due to any cause outside its reasonable control and which is neither an intentional act nor an act of gross negligence by Igun; such causes shall include governmental order, war, electronic malfunction, act of God or government, flood, fire, act of terrorism, emergency, legal or regulatory requirement
11.2. If any part, term or provision of this Agreement is held illegal, invalid or unenforceable, the validity or enforceability of the remainder of the Agreement is not affected.
11.3. Headings are for convenience only and do not affect the interpretation of the Agreement.
11.4. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersede all proposals, representations or prior agreements, whether oral or in writing, relating to the receipt and use of the Information. Each Party acknowledges that it has not, in agreeing to enter into this Agreement, relied on any representation, warranty or entity not expressly incorporated in it. Each Party waives all rights and remedies which, but for this Clause 11.4, might otherwise be available to it in respect of any such representation, warranty or entity, provided that nothing in this clause shall exclude any liability for fraud
11.5. The Client may not assign any right or obligation of this Agreement without the prior written consent of Igun.
11.6. All notices relating to this Agreement (other than service of legal process) will be sent by registered post, fax, e-mail or delivered in person to the addresses specified on this website or to such other addresses as may be notified by either Party in writing to the other (or alternatively Igun may notify the Client of a change in its address by posting such address on this website). Notices will be deemed to be received on proof of delivery.
11.7. All service of legal process relating to this Agreement will be effected by registered post, fax or delivered in person to the addresses specified in the Registration Form, or case-by-case Contract, Agreement or to such other addresses as may be notified by either Party in writing to the other. Notices will be deemed to be received on proof of delivery.
11.8. Nothing in this Agreement shall be deemed to constitute a partnership between the Parties nor constitute either Party the agent or employee of the other for any purpose.
11.9. A person who is not a party to this Agreement may not enforce any of its terms.
12. Governing Law and Jurisdiction
12.1. This Agreement shall be governed by the laws of England and Wales and the parties shall submit to the non-exclusive jurisdiction of the courts of England and Wales.