THIS CUSTOMER AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF MOSCORD SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT (“YOU” and “CUSTOMER”) AND MOSCORD PTE LTD (“MOSCORD”, “WE” and “US”). BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE APPENDICES, RULES AND POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH MOSCORD’S WEBSITE.
Moscord and the Customer shall be hereinafter collectively referred to as the “Parties”, a “Party” or the “other Party”, as the case may be. Capitalised terms have the meanings listed in the Definitions below. If there is any conflict between this Agreement and the applicable Appendix, the terms of the Appendix will govern.
1. TRADING PLATFORM.
Moscord operates an internet platform (“Trading Platform”) under which products marketed by various suppliers (”Products”) provided by certain suppliers are aggregated at Moscord’s discretion.
Moscord shall provide a portal (marketplace) pursuant to which Customer is permitted access to a Trading Platform (“Services”) under which Products are displayed at Moscord’s discretion. Customer may from time to time select to offer to a relevant supplier to purchase (“Offer”) such Products from such supplier (“Offered Products”) and subject to the Offer being compliant to the rules (“Rules”) and policies (“Policies”), and subject to Moscord’s sole and absolute discretion, such Offer shall be forwarded to the relevant supplier for their consideration, rejection, acceptance, counteroffer, or otherwise. The respective suppliers may select to accept such purchase orders at its sole and absolute discretion whereupon such supplier may submit its confirmation to Customer.
The Services may be discontinued by Moscord without notice to Customer with immediate effect without liability to Moscord whatsoever. Customer’s access to and use of the Trading Platform shall be subject to the Rules and Policies. The Rules and Policies may be varied or removed by Moscord in its sole and absolute discretion and new rules and policies may be added by Moscord in its sole and absolute discretion. If Customer disagrees with any Rules and Policies, Customer must immediately give Moscord express notification in writing and cease access and use of the Trading Platform failing which Customer is deemed to have agreed with all Rules and Policies and/or any variation, addition or removal of Rules and Policies.
Customer agrees to provide all information and material as may be reasonably required by Moscord in connection with Customer’s transactions conducted through or as a result of use of the Services.
Moscord shall be entitled to terminate the Services with immediate effect in the event of the breach of any provisions herein and the other Party has not remedied such breach of the Agreement with immediate effect and without prior notice. For the avoidance of doubt, any steps taken by Moscord shall not limit or exclude Moscord’s entitlement to claim against Customer any costs, expenses, damages, and any other losses.
Customer shall be entitled to terminate the Services by giving three (3) months express prior written notice to Moscord.
Customer agrees that, apart from this Agreement, Moscord is not a party or otherwise a participant to any contract, compromise, matter, proposal, undertaking, understanding, or any other arrangement, whether written, verbal, implied, express or otherwise, made pursuant to any provision of this Agreement (“Contract”, for purposes of this Clause 3) or any transaction or matter reasonably related to such Contract, Trading Platform or Services (“Relevant Matter”, for purposes of this Clause 3) hereof, even though Moscord may from time to time be requested by various parties to perform tasks that involve Customer, unless such Contract or Relevant Matter has been specifically, expressly and in written form assented to and executed by a representative duly authorised by Moscord. Customer shall not allege, make, pursue or assist in any claim against Moscord in respect of any Contract or Relevant Matter.
Customer shall take all steps reasonably necessary to procure that all parties to all Contracts and Relevant Matter (expressly and in writing, where relevant):
(a) exclude Moscord as a party to any Contract or Relevant Matter and warrants that such exclusion is enforceable in all relevant jurisdictions against any party.
(b) agree (jointly and severally, where relevant) to waive any and all claims, entitlements, privileges, allegations, demands, requests, that are available or may become available to such parties in respect of any laws, legislation, policies, or other regulations that allow Moscord that is not a party to all any Contract or Relevant Matter: (i) to be treated as a party to such Contract or Relevant Matter, or (ii) to be liable in respect of any claim, loss, damages, fine, action, suit, obligation, settlement, judgment, liability, entitlement, privilege, allegation, demand, request, costs and expenses.
(c) agree that Moscord does not by the operation of any Contract or Relevant Matter be construed to (i) be vested the ownership and/or possession of any Product; or (ii) act as bailee of any Product;
(d) agree (jointly and severally, where relevant) to waive any and all claims, entitlements, privileges, allegations, demands, requests, that arise from Moscord having ownership, possession or acting as bailee of any Product(s).
(e) agree (jointly and severally, where relevant) to defend, protect, indemnify and hold harmless Moscord (including without limitation any Affiliate) in respect of any and all claims, damages, actions, suits, settlements, judgments, liabilities, entitlements, privileges, allegations, demands, requests and costs (including without limitation lawyers’ fees and costs) that are available or may become available to such parties reasonably arising from any Contract or Relevant Matter and in the event of any dispute or proceedings (whether civil or criminal) reasonably arising from such Contract or Relevant Matter including without limitation to any claims arising from Moscord being claimed as bailee of any Product or under any liability arising from any Contract or Relevant Matter.
(a) Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other.
(b) Moscord’s relationship to the Customer is that of an independent contractor. Customer shall have no authority to bind Moscord to any contractual terms, or to assume or create obligations of any kind on Moscord’s behalf. Customer is not an agent, will not hold itself out as agent of Customer irrespective of the context and will expressly declare to all parties that Customer is not an agent of Moscord, has no authority to bind Moscord to any contractual terms, or to assume or create obligations of any kind on Moscord’s behalf.
4.2 SUBCONTRACTING, THIRD PARTIES, AGENTS, ETC.
(a) Moscord may have any obligation, including without limitation to the Services, carried out by third parties. Customer agrees that all the provisions (inter alia) limiting liability of Moscord and imposing on Customer the obligation to indemnify Moscord shall apply vis-à-vis Customer and such persons.
(b) For all purposes under this Agreement, the Customer has full responsibility and liability for all acts or omissions of Customer’s Authorized Persons, Accompanying Persons, Associated Entities, agents, and all other representatives, and all such acts or omissions will be attributed to Customer for all purposes, including for the purposes of determining whether Customer has breached the Agreement. Without limiting the foregoing, the Customer is responsible and must ensure that Customer’s Authorized Persons, Accompanying Persons, Associated Entities, agents, and all other representatives do not take any actions that Customer is prohibited from taking under the Agreement.
4.3 GOVERNING LAW AND JURISDICTION.
This Agreement shall be governed by the laws of England and Wales without regard to principles or rules of conflict of laws. The United Nations Conventions on Contracts for the International Sale of Goods will not apply to this Agreement. The Parties submit irrevocably to the non-exclusive jurisdiction of the Courts of England and Wales.
NEGOTIATON. The Parties shall attempt to settle in good faith any dispute or difference which arises between them out of or in connection with this Agreement, by negotiations, prior to resorting to any judicial process.
PRIVALENCE. In the event of ambiguity, conflict or inconsistency among the documents comprising this Agreement, the documents shall be given an order of precedence as follows where the terms of the earlier-listed document will prevail over the terms of the later-listed document as follows: (i) the Rules; (ii) the Appendices; (iii) this Agreement; (iv) the Policies; and (v) any other category of documents.
4.5 CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY.
Customer will not disclose Confidential Information from Moscord without the express prior written consent of Moscord except where:
(a) the disclosure is required by applicable law or regulation or by an order of a court or other governmental body having jurisdiction after giving reasonable notice to Moscord with adequate time for Moscord to seek a protective order;
(b) the disclosure is necessary under any applicable securities laws regarding public disclosure of business information; or
(c) the disclosure is absolutely necessary for Customer to exercise its rights and perform its obligations under this Agreement, so long as in all cases referenced above, in this sub-clause (c), the disclosure is no broader than strictly necessary, and the person or entity who receives the disclosure agrees prior to receiving the disclosure to keep the information confidential to a similar or greater degree confidentiality as that applicable to Customer.
Customer is responsible for ensuring that any Confidential Information of Moscord that Customer discloses pursuant to this Agreement (other than disclosures pursuant to sub-clauses 4.5.1(a), 4.5.1(b) and 4.5.1(c) above that cannot be kept confidential by Customer) is kept confidential by the person receiving the disclosure to the same extent that the receiving Party must keep the information confidential.
Moscord does not grant the other Party the right to use its trademarks, service marks, trade names, logos, copyrights, or other Intellectual Property rights or other designations in any promotion, publication, or press release without the prior written consent of Moscord.
Customer hereby grants Moscord a non-exclusive, perpetual, irrevocable, royalty free worldwide licence to use Customer’s Confidential Information as set out in this Clause 4.5 provided that Customer personal data will be used only in accordance with the terms in Clause 4.18 taking into consideration in particular the scope of consent given by Customer to Moscord.
Words of the masculine gender will be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number will include the plural number and vice versa unless the context will otherwise indicate. References to clauses of this Agreement are to this Agreement as originally executed. Words importing persons include firms, partnerships, joint ventures, joint stock companies, trusts, incorporated or un-incorporated organisations, governmental or regulatory bodies or entities, associations and corporations. References herein to “include”, “includes” or “including” shall mean without limitation or exhaustion. The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement.
4.7 DISCLAIMERS, INDEMNIFICATION, ETC.
Customer agrees to indemnify, hold Moscord harmless against and pay all losses, costs, damages or expenses, whatsoever, including counsel fees, which Moscord may sustain or incur in respect of any breach of this Agreement. Customer shall defend any claim made by any party against Moscord at its expense. Moscord is entitled to participate in the defence at its own expense.
ALL SERVICES PROVIDED BY MOSCORD TO CUSTOMER PURSUANT TO THIS AGREEMENT ARE PROVIDED OR PERFORMED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF MOSCORD’S SERVICES IS SOLELY AT ITS OWN RISK.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL MOSCORD BE LIABLE TO CUSTOMER FOR (I) LOST PROFITS; (II) LOSS OF BUSINESS; (III) LOSS OF REVENUES; (IV) LOSS OF DATA OR INTERRUPTION OR CORRUPTION OF DATA; (V) ANY CONSEQUENTIAL OR INDIRECT DAMAGES; OR (VI) ANY INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES (IF APPLICABLE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, resulting from, directly, or indirectly, without limitation, to: (a) Customer’s use of or Customer’s inability to use the Services; (b) pricing, shipping, format or other guidance provided by the Customers; (c) delays or disruptions in the Services; (d) viruses or other malicious software obtained by accessing or linking to the Services; (e) glitches, bugs, errors or inaccuracies of any kind in the Services; (f) damage to Customer’s hardware device from the use of any of the Services; (g) the content, actions, or inactions of third parties, including items listed using the Services or the destruction of allegedly fake items; (h) a suspension or other action taken with respect to Customer’s account or breach of this Agreement; (i) Customer’s need to modify practices, content or behaviour as a result of changes to this Agreement; (j) performance or lack thereof by Customer subsequent to any order made by Customer on the Trading Platform; (k) delivery of Products; or (l) any non-suitability, not fit for purpose or non-conformity with description (“Non-Suitability”) or apparent Non-Suitability of any Product.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MOSCORD’S TOTAL LIABILITY TO CUSTOMER IN THE AGGREGATE FOR THE ENTIRE TERM OF THIS AGREEMENT (AND REGARDLESS OF WHETHER THE CLAIMS ARE BROUGHT DURING OR AFTER SUCH TERM) WITH RESPECT TO ALL CLAIMS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ATTORNEY’S FEES) WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO MOSCORD FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST CLAIM AROSE OR USD 5,000, WHICHEVER THE LOWER AMOUNT.
THE LIMITATIONS SET FORTH IN SUB-CLAUSES TO 4.7.2 TO 4.7.4 WILL APPLY TO ALL CLAIMS AND CAUSES OF ACTION, REGARDLESS OF WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY.
Moscord and Customer each waive the right to bring any claim against the other Party arising out of or in any way relating to this Agreement more than one (1) year after the date these Services are discontinued, expired, terminated or otherwise ceased. Each Party recognizes and agrees that the warranty disclaimers, limitations of liability and remedy limitations in this Agreement are bases of this Agreement materially bargained for by Moscord and Customer.
In addition and without prejudice to the above and to any other provision of this Agreement, Customer has the sole responsibility (to the specific exclusion of Moscord) for: (a) the selection of the proper Product(s) appropriate for Customer’s purposes and/or intended use; and (b) ensuring that any Product ordered and/or purchased are merchantable and fit for particular purposes required by Customer.
Customer may not assign, attempt to assign, take any steps to assign or otherwise deal with any of Customer’s rights and obligations under this Agreement without mutual consent.
The failure of Moscord to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of Moscord’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver by Moscord to or of any other breach or default in the performance of the same or any other obligation. Neither the course of conduct between Customer and Moscord nor trade practice shall act to modify any provision of this Agreement.
This Agreement may not be altered, amended or modified in any way except by mutual agreement.
If any provision of this Agreement is held to be invalid or unenforceable, all other provisions of this Agreement shall remain in full force and effect.
Any communication or notice to be made pursuant to this Agreement shall be provided by letter or by e-mail to the other Party.
Address: as provided in our notifications to you
Email: as provided in our notifications to you
Address: As provided by Customer to Moscord
Email: As provided by Customer to Moscord
4.13 ENTIRE AGREEMENT.
This Agreement constitutes the final, complete and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
Without prejudice to any provision herein, Customer hereby represents and warrants that Customer will use the Services and use any Products purchased by Customer subject to the following terms:
(a) such use of the Services and use of the Products will not infringe, misappropriate or otherwise violate any third party’s Intellectual Property rights. Customer will contact Moscord immediately if anyone makes or threatens to make a claim against Customer or Moscord relating to the use of the Services and/or use of the Products and Customer will comply with all reasonable requests from Moscord in relation to any such claim;
(b) such use of the Services and use of the Products will conform to all the requirements of applicable Law, including all applicable health, safety and environmental regulations;
(c) such use of the Services and use of the Products will be in compliance with applicable Laws; and
(e) such use of the Products will be in compliance with all terms and conditions for which such use is subject to.
4.15 INTERLLECTUAL PROPERTY.
(a) Except as expressly authorised by Moscord in writing or to the extent that such activity is permitted by law Customer shall not, and shall procure that no employee, agent, officer, contractor, subcontractor, partner or any other representative:
(i) in any way tamper with, reverse engineer or otherwise copy, adapt, lease, lend, distribute, sell, sublicense, or otherwise transfer any the of the Trading Platform software or its functionality, all the Intellectual Property rights to which belong to Moscord or its licensors;
(ii) copy, sublicense, distribute sell, or publish any of the content of the Trading Platform;
(iii) interfere or attempt to interfere with the proper operation of the Trading Platform or the Services;
(iv) grant or allow access to the Trading Platform or Customer’s Services to any person other than a person employed by Customer who has been authorised by Customer to carry out Customer’s tasks pursuant to this Agreement and then only for as long as Moscord is satisfied that they are that person;
(v) use the Trading Platform, its Services or the Content other than as expressly permitted by this Agreement; and
(vi) resell any Service which Customer has purchased or is entitled to use.
(b) All Intellectual Property that is generated, developed or created pursuant to any acts reasonably related to this Agreement, whether for use in or as a part of the Services, or otherwise, shall be the property of Moscord. Customer shall do everything in Customer’s own expense necessary to assist Moscord in the protection of such Intellectual Property. The terms of this Clause 4.15(b) shall survive the termination of the Services.
(c) If Customer or any of Customer’s Affiliates provides Moscord or its Affiliates any information, feedback, suggestions, recommendations, or other input, or any other communications (“Communications”), then Customer, on behalf of Customer and Customer’s Affiliates, will and hereby does grant to Moscord and its Affiliates, under all Customer’s Intellectual Property rights in the most extensive way possible under applicable laws, a worldwide, royalty-free, fully paid-up, non-exclusive, transferable, perpetual, irrevocable license (with rights to sublicense through multiple tiers of sublicensees to such Intellectual Property rights) for the entire duration of their protection (including any extension and renewal) to: (i) adapt, modify, and create derivative works of the Communications; and (ii) make, have made, use, copy, offer to sell, sell, perform, display, distribute, import, and otherwise dispose of the Communications (and adaptations, modifications, and derivative works of the Communications) and any product, technology, or service that incorporates, is combined or used with, or marketed for use or combination with, any Communications.
Customer shall co-operate fully with investigations of violations of systems or security networks or security at other sites and with law enforcement authorities in the investigation of possible criminal violations. If Customer violates any systems and/or network security, Customer may also incur other criminal or civil liability.
4.17 DATA PROTECTION.
To the extent that Moscord provides any Personal Data to Customer or Customer processes any Personal Data on behalf of Moscord (referred to in this clause 4.17 collectively as “Moscord Data”), Customer must comply with all applicable laws in all jurisdictions, including but not limited to the United Kingdom Data Protection Act 1998 and the Singapore Personal Data Protection Act (No.26 of 2012) (collectively referred to in this clause 4.17 as the “Relevant Data Protection Laws”), and the terms of this clause 4.17. For the purposes of this clause 4.17, “Personal Data” means: (a) any data, whether true or not, about an individual (whether living or deceased) who can be identified: (i) from that data, or (ii) from that data and other information to which the organisation has or is likely to have access; and (b) any data defined by any legislation, subsidiary legislation, rules, regulations, directives, guidelines, policies or any other legal or quasi-legal regulations (“Relevant Legislation” for purposes of this clause 4.17) to be personal data and subject to regulation by such Legislation.
4.17.2 LIMITED PURPOSES OBLIGATION.
Customer will Process Moscord Data solely and to the extent necessary for the purposes of providing the Products specified in this Agreement and pursuant to Moscord’s instructions. Customer will not process Moscord Data for any other purpose unless authorised by Moscord in writing.
4.17.3 TRANSFER LIMITATION OBLIGATION.
Customer will not transfer or disclose Moscord Data to any third party or outside Singapore without Moscord’s express written permission, which may be given subject to such conditions as Moscord considers appropriate. In the event Customer transfers Moscord Data to any party outside Singapore, the Customer represents and warrants that Moscord Data so transferred will at all times be accorded a standard of protection at least comparable to the protection provided under the Relevant Data Protection Laws. Customer warrants that it would comply with all data protection laws applicable to Customer in relation to Customer’s collection of personal data.
4.17.4 RETENTION LIMITATION OBLIGATION.
Upon written request of Moscord or upon the termination or expiry of this Agreement, Customer shall at the option of Moscord, return or destroy all Moscord Data in its possession or control as a result of this Agreement.
4.17.5 PROTECTION OBLIGATION.
Customer represents and warrants that reasonable security arrangements have been made to protect personal data in its possession or under its control in order to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks throughout the term of this Agreement.
Customer must immediately notify Moscord in writing of any breach of its obligations under this clause (including any unauthorised disclosure of Moscord Data by any third party) and fully co-operate with Moscord in relation to any such breach.
Without limitation to any other clause, you consent to Moscord disclosing to any supplier that Customer has made such Offer (referred to in this clause 4.18 as the “Relevant Supplier”) and any service provider that the Relevant Supplier may contract with in the course of delivering the relevant Products to the Customer (referred to in this clause 4.18 as the “Relevant Service Provider”), including without limitation to logistics service providers, insurance brokers, insurers:
(a) Personal Data of any person involved in the performance of obligations reasonably related to any Offer
(b) any information where Moscord in good faith believes it to be necessary to do so for the proper operation of the Services;
(c) any information where Moscord is legally obliged to do so by any government authority or regulatory body or where it is necessary for Moscord to do so in order to identify, contact or bring legal action against someone who may be violating this Agreement or may (either intentionally or unintentionally) be causing injury to or interference with the rights or property of Moscord or any third party; and
(d) any information from or relating to Customer’s use of the Services, provided that the following cannot be identified from such information: full name, national identification number, passport number, personal contact information, facial image, voice, fingerprint, iris image or DNA profile.
4.19 ACCEPTABLE USE.
If Moscord reasonably believes in its sole opinion that any of Customer’s information may (i) create liability for Moscord or the Supplier or any other third party, or (ii) damage the hardware or software of Moscord or any other third party, or (iii) otherwise cause harm to Moscord or any other third party, Moscord may notify Customer of such belief and of its intention to act, and immediately thereafter remove such information from its systems or otherwise limit Customer’s use of the Services.
Upon the termination of these Services, for any reason, all software licences granted by Moscord (if any) will terminate immediately, and Customer will return or destroy any copies of any software licensed to Customer by Moscord, if any. Termination shall not affect Moscord’s accrued rights or liabilities under these GTCs.
4.20 FORCE MAJEURE.
Under no circumstances shall Moscord be held liable for any delay or failure or disruption of the content or services delivered through the Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or material, fire, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
It is the intent of the parties that no payments or transfers of value by Customer: (a) in connection with this Agreement or (b) relates to a matter connected with the subject matter of this Agreement; shall be made that have the purpose or effect of public or commercial bribery, or acceptance of or acquiescence in, extortion, kickbacks, or other unlawful or improper means of obtaining business. Customer hereby represents, warrants, and covenants that Customer and Customer’s Affiliates are fully aware of the provisions of the United States Foreign Corrupt Practices Act (referred to in this clause as “FCPA”), 15 U.S.C. §§78dd-1, et seq., as amended regarding, among other things, payments to government officials, and that Customer and Customer’s Affiliates will use, have used, procure, purchase, obtain the Services in compliance with the FCPA and all other applicable international, federal, state and local laws, including but not limited to all bribery and corruption laws in all relevant jurisdictions in which Customer, Customer’s Affiliates and Moscord operate in.
In the Agreement, the following terms and expressions shall have the meanings as set out below, always provided that, where the context of the Agreement so allows, words importing the singular shall include the plural and vice versa:
“AFFILIATES” shall mean any parent company, subsidiaries, affiliates, and includes any officer, director, agent, officer, employee, debenture holder and subcontractor.
“BUSINESS DAY” shall mean any day on which commercial banks are generally open for business in Singapore.
“COMMUNICATIONS” has the meaning ascribed to it in clause 4.15.
“CONFIDELTIAL INFORMATION” means any business or Customer information provided to the Parties for the purposes of the order fulfilment services, whether or not stated to be confidential.
“INTERLLECTUAL PROPERTY” means the business name, the trademarks, copyrights, materials, patents, designs, know-how, trade secrets, goodwill, confidential information, drawings, plans, inventions, all other identifying materials and information and other proprietary rights which may subsist in any part of the world whether or not registered or capable of registration.
“NON-SUITABILITY” has the meaning ascribed to it in clause 4.7.3.
“OFFER” has the meaning ascribed to it in clause 2.1.
“OFFERED PRODUCTS” has the meaning ascribed to it in clause 2.1.
“POLICIES” has the meaning ascribed to it in clause 2.1
“PRODUCTS” has the meaning ascribed to it in clause 1.
“RULES” has the meaning ascribed to it in clause 2.1
“SERVICES” has the meaning ascribed to it in clause 2.1.
“TRADING PLATFORM” has the meaning ascribed to it in clause 1.