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1  ACCEPTANCE AND AMENDMENTS
    
1.1 These terms (the “Terms”) apply to Clients and Service Providers (each as defined below and any of whom are referred to in these Terms as “you”) and shall in conjunction with the your Client Agreement or your Service Provider Agreement with GOX will govern your use of the GOX website at www.goxglobal.com  (the “GOX Site”), your participation in auctions conducted at the GOX Site and your relationship with GOX Limited  (“GOX”, “we” or “us”).
    
1.2 The GOX Site is provided to you for your use subject to these Terms. By using the GOX Site you agree to be bound by these Terms. If you do not agree to these Terms, please do not register for or use the GOX Site. If you have any questions on the Terms, please contact enquiries@goxglobal.com .
    
2 DEFINITIONS AND INTERPRETATION
    
2.1 The following definitions apply to these Terms and unless otherwise stated to any Auction Invitation Letter (as defined below) and any Client Specification (as defined below):
    
  "Auction" means an auction for services held on the GOX Site and facilitated by GOX on behalf of a Client.

"Auction Invitation Letter" means any document including email inviting potential Service Providers to participate in an Auction.

"Auction Start Time" means the start time for an Auction as indicated in the relevant Auction Invitation Letter.

"Bid" means a bid in an Auction made by a Service Provider to provide services to a Client.

"Business Day" means any day not a Saturday, Sunday or bank or public holiday in England.

"Client" means any person on behalf of whom GOX has invited Service Providers to bid to provide services to such person.

"Client Agreement" means the agreement entered into by each Client with GOX.

"Client Specification" means the document, submitted by GOX to Service Providers, setting out the specifications of the services required by the Client.

"Model Agreement" means the agreement provided to a Service Provider by a Client as the proposed agreement between that Client and that Service Provider for the provision of services by that Service Provider to the Client.

"Service Provider" means any person who registers on to the GOX Site and is approved with a view to providing services to a Client in relation to any Auction, regardless of whether any Bid is submitted by such person.

"Service Provider Agreement" means the agreement entered into by each Service Provider with GOX.

"Service Provider Proposal" means the proposal submitted by a Service Provider in response to a Client Specification stating how that Service Provider would provide the services required by the Client.  
    
2.2 The following rules apply to the interpretation of these Terms and unless otherwise stated to any Auction Invitation Letter and any Client Specification:
    
  (a) The section headings shall be disregarded for the purposes of interpretation;

(b) Any phrase introduced by the words "include" "including" "includes" or "such as" are to be construed as illustrative and shall not limit the sense of the words preceding those words;

(c) Any reference to any time shall be construed as a reference to the time in Greenwich Mean Time.
    
3 REGISTRATION
    
3.1 If you want to register as a Client or as a Service Provider on the GOX Site you must complete the relevant registration requirements stated on the GOX Site.
    
3.2 You must ensure that the details provided by you on registration or at any later time are correct and complete and must inform us immediately of any changes to the information that you previously provided.
    
4 PASSWORD AND SECURITY
    
4.1 When you register to use the GOX Site you will be provided with a password. In order to prevent fraud, you must keep this password confidential and must maintain a list of all persons with your organisation who have been provided with the password. You will at all times be responsible for all access to the GOX Site by all persons using your password (whether authorised by you or not) and for all conduct of such persons and any Bids or acceptances shall be entirely your responsibility. If you know or suspect that an unauthorised person knows your password you should notify us by contacting enquiries@goxglobal.com  immediately.
    
4.2 If GOX has reason to believe that there has been, or is likely to be, a breach of security or misuse of the GOX Site, we may change your password or suspend your access to the GOX Site.
    
 5 YOUR USE OF THE GOX SITE
    
5.1 You may not use the GOX Site for any of the following purposes:
    
  (a) disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or otherwise breaching any laws;

(b) transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any applicable laws, regulations or code of practice; or

(c) interfering with any other person's use of the GOX Site.
    
5.2 You will be responsible for our losses and costs resulting from your breach of this Clause 5.
    
6 AVAILABILITY OF THE GOX SITE
    
6.1 We cannot guarantee that the GOX Site will be fault-free or available at all times. If a fault occurs in the GOX Site you should report it to enquiries@goxglobal.com  and we will attempt to correct the fault as soon as we reasonably can.
    
6.2 Your access to the GOX Site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can and, unless it is unavoidable, will not undertake any such maintenance while any Auction is being conducted on the website.
    
7 AUCTION PARTICIPATION CRITERIA
    
7.1 If you are a Service Provider, to participate in an Auction, you shall:
    
  (a) warrant that all the information you have provided to GOX as part of the registration process is complete and accurate and notify GOX immediately if it is no longer complete and accurate;

(b) submit a Service Provider Proposal in response to the Client Specification no later than the time stated in the Auction Invitation Letter to such person(s) as stated in that letter (or if none is stated no later than five (5) Business Days before the Auction Start Time);

(c) submit any material comments, in a clear and specific form, on the Model Agreement no later than the time stated in the Auction Invitation Letter to such person(s) as stated in that letter (or if none is stated no later than five (5) Business Days before the Auction Start Time);

(d) if requested by the Client, negotiate an agreed form of the Model Agreement no later than the time stated in the Auction Invitation Letter (or if none is stated no later than two (2) Business Days before the Auction Start Time);

(e) provide written confirmation that you have no further comments on the Model Agreement no later than the time stated in the Auction Invitation Letter (or if none is stated no later than five (5) Business Days before the Auction Start Time); and

(f) provide any other information on such timescales as are reasonably requested by GOX.
    
7.2 GOX reserves the right to disqualify any Service Provider from participation in an Auction who does not provide any information requested by GOX pursuant to this clause.
    
8 AUCTION TIMETABLE
    
8.1 The start time and the duration of the Auction shall be as specified in the Auction Invitation Letter unless otherwise agreed between the parties at any time during the Auction.  
    
8.2 GOX reserves the right, with immediate effect on notice by email to the Service Providers and the Client, to:  
    
  (a) delay the start of any Auction;

(b) to shorten or extend the duration of any Auction; and

(c) to cancel any Auction,

without giving any reason to the Service Providers.
    
9 BID REQUIREMENTS
    
  If you are a Service Provider, all Bids submitted must:
    
  (a) be for the complete services, or any part of those complete services which the Client has stated that it will accept separate Bids for, as detailed in the relevant Client Specification;

(b) be for the provisions of the services in the manner set out in the relevant Service Provider Proposal or if there is to be any variation from the manner in which the services are to be provided you must clearly bring any such variation to the attention of the Client and GOX;

(c) be made in the minimum bid amounts, made on a decreasing basis, as stated in the Auction Invitation Letter;

(d) be made as a legal offer unconditionally open to acceptance by the Client;

(e) be made by persons who have all necessary authorisation to bind you (and all Bids submitted shall be deemed to be so authorised);

(f) not be retracted by you prior to your notification by GOX that the Bid has been successful or unsuccessful, unless in exceptional circumstances where GOX has, at its sole discretion and after consultation with the Client, permitted your Bid to be retracted;

(g) be submitted electronically via GOX Site;

(h) state that you are satisfied by your own observations and enquiries with all such matters needed in order to submit the Service Provider Proposal and the Bid; and

(i) state that you are in a position to perform all your obligations should you be awarded a Model Agreement You have bid for.
    
10 ACCEPTANCE OF BIDS
    
10.1 All Bids constitute offers unconditionally open to acceptance by the Client to whom it is addressed. Clients may accept a Bid or choose not to accept any Bid in an Auction. For the avoidance of doubt, a Client is not bound to accept the lowest Bid and any client's decision as to the Bid accepted (if any) shall be final and not subject to appeal.
    
10.2 Any indication of the criteria (including the weighting of such criteria) on which a Client may select a Bid for acceptance shall be indicative and shall not in any way prevent that Client from selecting a Bid based on different Criteria from those previously indicated.  
    
10.3 Clients reserve the right to negotiate the terms of the Model Agreement after the acceptance of any Bid, including where a Client and Service Provider have negotiated an agreed form of the Model Agreement before the Auction commenced.
    
11 RECORDING OF AND ACCESS TO BID ACTIVITY AND COMMUNICATIONS
    
11.1 All communications between Clients and Service Providers during the Auction are to be conducted using the GOX Site. The GOX Site will record all bid activity and all communications between Service Providers and Clients, all of which shall be accessible by GOX and, on request, the relevant Client.
    
11.2 Service Providers will be able to observe their ranking against other Service Providers based on the value of the most recent Bid received by the GOX Site, with the lowest priced Bid rated as the highest ranking.
    
12 FAIRNESS
    
12.1 The Service Providers shall not:  
    
  (a) enter into any arrangement or agreement with, or offer or agree to offer any consideration to, any person with the direct or indirect effect of influencing the Auction process or outcome;

(b) divulge the contents of any Bid to any persons other than the relevant Client and GOX; or

(c) seek any information about any other person's intention to bid or the content of any proposed or actual Bid.
    
12.2 In the event of any breach of this clause by any Service Provider, GOX may terminate that Service Provider's participation in any Auction and their access to the GOX Site.
    
13 LIABILITY
    
13.1 The GOX Site provides a facility for Service Providers to make contact with, negotiate with and contract with Clients. As provider of that facility only, we are not a party to any negotiations or contract between the Service Provider and Client and shall not be liable for any cost, expense or liability arising from:
    
  (a) the conduct or outcome of any negotiations (whether successful or otherwise) between any Service Provider and any Client;

(b) any submission or acceptance of any Bid;

(c) the terms of any contracts between any Service Provider and any Client including, but not limited to, any agreement between those parties based on any Model Agreement;

(d) the adequacy (or otherwise) of the confidentiality undertakings contained in these Terms for the benefit of any Clients;

(e) any acts or omission of any Service Provider or Client; or

(f) any other aspect of the relationship between any Service Provider and any Client.
    
13.2 We shall not be responsible for any breach of these Terms caused by circumstances beyond our reasonable control.
    
13.3 This Clause 13 shall not limit or affect our liability if something we do is fraudulent or negligently causes death or personal injury.
    
14 CONFIDENTIALITY
    
14.1 The provisions of this clause set out the confidentiality undertakings of Service Providers to the Clients. Clients and Service Providers are free to enter into their own confidentiality undertakings at any time and may by mutual agreement agree that those provisions shall supersede the terms of this Clause 14.
    
14.2 In these Terms:
    
  (a) "Confidential Information" includes all written, electronic or oral information relating to the business or assets of any Client and their customers, clients and suppliers and the negotiations relating to any Auction or any contract entered into as a result of any Auction.

(b) "Representative" means directors, officers, employees, agents, auditors, professional advisers and sub-contractors.
    
14.3 Each Service Provider shall keep the Confidential Information confidential and use Confidential Information only for the performance of its obligations under these Terms and (if applicable) the provisions of services to the relevant Client.
    
14.4 Clause 14.2 shall not apply to any Confidential Information to the extent that it:
    
  (a) comes within the public domain other than through a breach of Clause 14.2;

(b) is required or requested to be divulged by any court, tribunal, dispute resolution procedure or governmental authority with competent jurisdiction to which any party is subject, wherever situated;

(c) is known to that Service Provider before the disclosure to it (other than due to a breach of the terms of this clause); or

(d) is disclosed with the Client's prior written approval to such further disclosure.
    
14.5 Each Service Provider shall:
    
  (a) make sure that its Representatives comply with this clause;

(b) use the same standard of care in dealing with the Confidential Information as if it were confidential information of its own and in any event with no less than a reasonable standard of care;

(c) tell the relevant Client immediately if it discovers that this clause has been breached and provide all reasonable assistance in connection with any proceedings;

(d) return on request all of the Confidential Information (whether held by it or its Representatives) to the Client which is in a physical form (including all copies) and shall, on request, destroy any other records (including, without limitation, those in machine-readable form) containing Confidential Information.
    
14.6 In the event that a Service Provider, its Representatives or anyone to whom it transmits any Confidential Information becomes (or it is reasonably likely that it or they shall become) legally compelled to disclose any Confidential Information, prompt notice of such fact shall be given to the relevant Client prior to any disclosure so that Client may seek an appropriate remedy to prevent the disclosure or waive compliance with the provisions of these Terms preventing the disclosure. The Service Provider required to disclose the Confidential Information shall fully co-operate with that Client in the event that Client elects to challenge the validity of the requirement.
    
14.7 The obligations in this clause shall, unless superseded in accordance with Clause 14.1, continue in relation to any Confidential Information disclosed for six years after any such disclosure regardless of any termination or expiry of these Terms.
    
15 MISCELLANEOUS
    
15.1 You may not transfer any of your rights under these Terms to any other person. We may transfer our rights under these Terms to another business where we reasonably believe your rights will not be affected.
    
15.2 In the event of any conflict between these Terms and the terms of the Client Agreement or the terms of a Service Provider Agreement, the terms of that Service Provider Agreement or Client Agreement shall prevail.
    
15.3 It is not intended that any provision of these Terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to any contract formed on these Terms except the provisions of Clause 14 which shall be enforceable by the Clients against any Service Provider to whom it has disclosed any Confidential Information.
    
15.4  If you breach these Terms and GOX or, where applicable, a Client chooses to ignore this, GOX or such Client will still be entitled to use its rights and remedies at a later date or in any other situation where you breach the Terms.
    
15.5 Notwithstanding that pursuant to Clause 14 these Terms are enforceable by a third party who is not a party to a contract formed on these Terms , the Terms may be amended, varied, modified or terminated or restricted without the consent of any such third party.
    
16 GOVERNING LAW AND JURISDICTION
    
16.1 These Terms shall be governed by and construed in accordance with English law and any claim or dispute of whatever nature arising out of or relating to these Terms or the breach, termination or validity thereof shall also be governed by English law.
    
16.2 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute (including any claim for set-off and any counterclaim) which may arise out of, under, or in connection with these Terms or the legal relationship established thereby, and for such purposes irrevocably submit all such disputes to the exclusive jurisdiction of the English courts. The parties irrevocably waive and agree not to make any claim that any proceedings in the English courts under this clause have been brought in an inappropriate forum.
    
  The GOX Site is owned and operated by GOX Limited a company registered in England and Wales with (company number 06011396) whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ

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