Terms and Conditions
TERMS AND CONDITIONS APPLICABLE TO THE USE OF THE DE BEERS GLOBAL SIGHTHOLDER SALES (PTY) LIMITED - SIGHTHOLDER AND ACCREDITED BUYER WEBSITE (THE “TERMS AND CONDITIONS”)
These Terms refer to the following additional terms, which also apply to your use of the site:
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS PLEASE LEAVE THE SITE NOW.
All references to 'our', 'us', 'we' or 'company' within these Terms and Conditions are deemed to refer to GSS. “De Beers Group” means any company directly or indirectly controlled by De Beers Plc (44 Esplanade, St Helier, Jersey JE4 9WG).
All references to ‘you’, 'your', or ‘the user’ within these Terms and Conditions are deemed to refer to the user of the Site.
The following terms are defined in the Glossary of Terms accessible in the "Resources" section of "Document" of the Site: “Accredited Buyer”, “Best Practice Principles”, “De Beers Plc”, “Planned ITO Services”, “Planned Supply Planning Services”, “Producer Partnership DTC’s”, “Selling Period”, “Sight”, “Sightholder”, “Standard ITO Services”, “Standard Supply Planning Services”, “Supply Agreement”, “2019-2020 Supply Documentation”, “2019-2020 Supply Period” and “Supply Planning Fee”.
The Site comprises of a public access area and secure Sightholder/Accredited Buyer (“GSS Customer”) only area.
The public access area comprises:
(a) the GSS Customer Directory (the “Directory"), including but not limited to the names and addresses, the overview and description of information and other information as provided by the relevant GSS Customer, on each GSS Customer and their associated companies for the 2019-2020 Supply Period, between 6 April 2019 and 31 December 2020; and
The secure GSS Customer only area is a password protected section of the Site for GSS Customer reference and Sight planning and comprises:
(i) a GSS Customer dashboard (the “Dashboard”);
(ii) the GSS Customer extranet for Sight planning (the “Extranet”);
(iii) a calendar setting out key dates and announcements for GSS Customers (the “Calendar”);
(iv) a resource library containing documentation, including but not limited to, the 2019-2020 Supply Documentation for the relevant Selling Period, the Best Practice Principles (the “Resource Library”); and
(iv) a De Beers section setting out information about GSS personnel and research centre (the “Research Centre”).
(b) The Directory, the Operations Information, the Dashboard, the Calendar, the Resource Library and the Research Centre are together the “Information Services”.
1. The Site
Informational Purposes Only
1.1 The Information Services are provided solely for general informational purposes.
Copying and Copyright Notice
1.2 Reproduction by the user of the whole of the Site is strictly prohibited. Users are, however, subject to the remaining provisions of these Terms and Conditions, permitted to download information from the Site (unless expressly stated otherwise) as follows:
(i) information from the Site is used for the user's business use only;
(ii) no information from the Site is to be modified in any way;
(iii) no information from the Site is to be used in breach of the EU Data Protection Directive 95/46/EC as implemented in the appropriate local territories of the European Union until 25 May 2018 and the General Data Protection Regulation (EU) 2016/679 on and from 25 May 2018 (or any amendments or updates thereto);
(iv) the contents of the Site may be saved to disk or otherwise stored in a private electronic retrieval system or may be printed provided that: (a) such use is for the user's own business use only; (b) such contents are deleted from any disk or private electronic retrieval system after 30 days from when such content was saved or stored; and (c) no attempt is made by you or anyone acting on your behalf to replicate, resell, hire or to otherwise commercially benefit from any information contained in the Site; and
(v) the copyright notice: © De Beers Global Sightholder Sales (Pty) Limited 2019 must appear in all reproductions and/or copies.
1.3 In accordance with paragraph 13, we reserve the right to limit or refuse access to the Site or any portion of the Site to anyone who fails to comply with or is suspected to not be in compliance with the provisions of paragraph 1.2.
2. The Extranet
2.1 The Extranet shall be accessed and used by GSS Customers and their representatives only.
Sign-in and Passwords
2.2 To gain access to the Extranet section and certain other component parts of the Information Services of the Site, you will be required to log-in and will be allocated a username and a unique password.
2.3 If it deems it necessary for security reasons, GSS can enforce a password change at any time, but will warn a user in advance should it intend to do so.
2.4 Sign-in details and passwords should be treated as confidential for the duration of time that you are entitled to access the Site and any services available on it, including the Extranet. Any sign-in details and passwords provided to you should be kept safe and you should not disclose it to anyone. Usage of an individual sign-in name by multiple users or by someone other than the authorised user is a serious breach of these Terms and Conditions and could lead to GSS suspending or removing access to the Site for a period of time or indefinitely at GSS’s discretion depending on the severity of the breach.
2.5 You shall inform GSS immediately of any known or perceived breach of this provision and you shall be liable for any loss or damage that may result from having disclosed or failing to keep secure your sign-in details and/or password.
Conditions for the Supply of Standard ITO Services, Standard Supply Planning Services, Planned ITO Services and Planned Supply Planning Services and the Supply Planning Fee
2.6 Access to the Extranet will provide you with the opportunity to submit an intention to buy goods in accordance with GSS’s Standard ITO Services, Standard Supply Planning Services, Planned ITO Services and Planned Supply Planning Services (as applicable to the GSS Customer) (the "Services").
2.7 Following the successful submission of your intention to buy goods, GSS will confirm your allocation prior to the commencement of the next Sight. Your intention to buy goods is not a binding order for the goods and is not an acceptance or confirmation by GSS or any member of the De Beers Group to supply any goods. Goods will only be supplied solely in accordance with the 2019-2020 Supply Documentation, including the Supply Planning Fee Terms and Conditions (as defined below).
2.8 The provision of the Services and any access to the Services through the Extranet shall, to the exclusion of any of your standard terms of business, be subject to (1) GSS’s Conditions for the Supply of Standard ITOs or Standard Supply Planning Services and Planned ITOs or Planned Supply Planning Services and the Supply Planning Fee (the “Supply Planning Fee Terms and Conditions”), and (2) these Terms and Conditions. Additional terms and conditions may apply to specific Services and shall be notified in writing to you from time to time. In the event of any inconsistency or ambiguity between these Terms and Conditions and the Supply Planning Fee Terms and Conditions, the Supply Planning Fee Terms and Conditions shall take precedence.
2.9 Not all Services will be available to all users on the Site. Access to different levels or scope of services will be dependent on whether you are a Standard ITO or a Standard Supply Planning GSS Customer or a Planned ITO or Planned Supply Planning GSS Customer and/or your registered jurisdictional location.
All rights in all material and content (including, but not limited to any lists, text, data, images, web pages, sound, software (including, code, interface and website structure) and video, and the look and feel, design and compilation thereof) in the Information Services and on the Site are owned by us or our licensors. You agree that you are permitted to use this material and/or content solely as set out in these Terms and Conditions or as otherwise expressly authorised in writing by us or our licensors, and that you may not otherwise copy, reproduce, transmit, publicly perform, distribute, commercially exploit, adapt, translate, modify, bundle, merge, share or make available to any person, or create derivative works of such material or content.
4. Intellectual Property
Other than in respect of any user information uploaded onto the Site, we are the owner and/or authorised licence holder of all trademarks, design rights, patents, copyrights, database rights and all other intellectual property appearing on or contained within the Site, unless otherwise expressly indicated. Except as provided in these Terms and Conditions, use of or access to the Site does not grant you any right, title, interest or licence to any such intellectual property you may access on the Site (including for purposes of clarity, any intellectual property in User Information (defined below) uploaded onto the Site). Except as provided in these Terms and Conditions, any use or reproduction of the intellectual property (including for purposes of clarity, any intellectual property in user information uploaded onto the Site) is strictly prohibited.
5. Copyright General
All rights, including copyright and database rights, in this Site (including without limitation the Information Services) are and shall remain vested in GSS. All software belongs to GSS or our third party licensors. All rights are reserved.
6. No Warranties
6.1 This Site and any information provided on the Site is provided "as is," and your use thereof is at your own risk.
6.2 We, our officers, directors, employees, agents and assigns, disclaim, to the fullest extent permitted by law, all express and implied warranties, including, without limitation, any warranties of satisfactory quality, fitness for a particular purpose and non-infringement.
6.3 We do not warrant that the Site will be free from viruses, available at any time or that the contents on the Site will be accurate. Although we take reasonable steps to secure the Site, you acknowledge that the internet is not a completely secure medium and we make no warranties, express or implied, that any information or materials you post on or transmit through the Site will be safe from unauthorized access or use.
6.4 The information provided on this Site is for general information purposes only and its accuracy is not guaranteed by GSS. Whilst GSS endeavours to ensure that the content contained in the Information Services is correct as at the date of publication, no warranty, express or implied, is given as to the accuracy of the information.
6.5 Your sole remedy for a breach of any warranty under these Terms and Conditions shall be limited to a breach of these Terms and Conditions and to discontinue using the Site.
7. Your Responsibilities
7.1 You should always verify the information set out in this Site with independent authorities before acting or relying on it as such information is for general information purposes only and its accuracy is not guaranteed by GSS.
7.2 It is your responsibility to use virus checking software on any material downloaded from this Site and to ensure the compatibility of such software with your equipment.
7.3 You warrant that any information that you provide for use in the Directory and/or information you upload to the Site is owned by you, and that you have the necessary permission to upload and/or disseminate that information.
7.5 You warrant that the information that you submit as part of your intention to buy goods (including without limitation, any form submitted as part of the intention to buy goods) is accurate at the time that it is provided, and that we are entitled to rely on such information for the purposes of providing the Services.
7.6 Any information relating to third parties that may be accessed by you on the Site is confidential information. You undertake to keep such information confidential and only make use of such information for the purposes of receiving the Services. You indemnify us in accordance with paragraph 8.9 against any claims that such third party information has been commercially exploited by you.
8. No Liability
8.1 The material displayed on the Site is for information purposes only and is provided without any guarantees, conditions or warranties as to its accuracy. If you enter into any third party transaction as a result of any information sourced from this Site, GSS shall not be liable for any use made of that information or any resultant transactions, nor shall GSS be responsible for or involved in that transaction in any way.
8.2 To the fullest extent permitted by law we, our officers, directors, employees, agents and assigns, hereby expressly exclude: (i) all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; (ii) all liability for any loss, cost or damage (direct, indirect, consequential, or otherwise) suffered by you as a result of your use of the Site or from any computer virus transmitted through the Site, or other sites accessed from this Site, whether such loss, cost or damage arises from our negligence or otherwise and even if we are expressly informed of the possibility of such loss or damage; (iii) any responsibility or liability for any error or omission in respect of any information on the Site; (iv) any responsibility or liability for any changes to such information following the date of publication of the Directory; and (v) any responsibility or liability for the availability of any websites, details of which are contained in the Directory.
8.4 All materials, seminars, workshops and other courses provided by GSS are intended to reflect GSS’ views on the particular topics addressed (including as to relevant markets etc) but the accuracy, reasonableness, reliability or completeness of any data, statistics or other information provided is not warranted by GSS and the provisions of paragraph 8.3 apply thereto, together with the remaining provisions of this paragraph 8.4.
8.5 No representation or warranty (express or implied) is given as to (i) the accuracy, reasonableness, reliability or completeness of any information provided in connection with the matters contained or referred to in the Site; or (ii) the achievement or likelihood of success or results of any marketing or business initiative or otherwise; or (iii) the reasonableness of any prospects, projections, targets, estimates or forecasts in connection with any marketing or business initiative or otherwise.
8.6 Neither GSS nor any member of the De Beers Group (i) has verified or will verify any information provided by or on behalf of you in connection with any marketing or business initiative or otherwise; or (ii) is responsible for verifying your use of any such information or the legality of any proposed marketing or business initiative or otherwise.
8.7 You are to make your own independent valuation of all marketing and business initiatives and other matters referred to in this Site. You are also responsible for taking legal advice as to, and ensuring the legality of, any proposed marketing or business initiative or otherwise and for satisfying all regulatory, compliance, advertising, data protection, intellectual property and other applicable requirements.
8.8 You shall make clear to all parties with whom you deal (including, in particular, to your partners, consumers and agents) that neither GSS nor any member of the De Beers Group is responsible for any of your marketing or business initiatives or other activities and neither GSS nor any member of the De Beers Group is acting as agent for or on behalf of you or any member of your group. Neither GSS nor any member of the De Beers Group shall have any liability to any party with whom you or GSS deals in connection with the Services and, if requested by GSS, you shall ensure that such parties provide a written acknowledgement (in a form acceptable to GSS) to that effect directly to GSS.
8.9 You shall indemnify, and keep indemnified, GSS and all members of the De Beers Group against any loss, damage or cost incurred by any De Beers Group Company arising out of your use of the Site, including information obtained from linked sites, your submission or transmission of information or material on or through the Site or breach by you of these Terms and Conditions or any laws, regulations and rules, and/or the provision of the Services save where directly attributable to the fraud or wilful default of GSS or relevant member of the De Beers Group. You shall also indemnify the De Beers Group against any claims that information or material which you have submitted to us is in violation of any law or in breach of any third party rights (including, but not limited to, claims in respect of defamation, invasion of privacy, breach of confidence, infringement of copyright or infringement of any other intellectual property right), We reserve the right to exclusively defend and control any claims arising from the above and any such indemnification matters and that you will fully cooperate with us in any such defences.
8.10 Subject to paragraph 8.11, in no event shall GSS be liable for: (a) any indirect or consequential loss (b) any loss of profit, data, revenue, business, opportunity, anticipated savings, goodwill or reputation whether in contract, tort or otherwise arising out of or in connection with the use of the Site save where such liability cannot be excluded by law.
8.11 Nothing in these Terms and Conditions excludes or shall limit either party's liability for death or personal injury caused by negligence, liability for fraud or fraudulent misrepresentation, or any other liability which may not otherwise be excluded or limited under applicable law.
8.12 Certain countries either restrict or prohibit the use of cryptographic products/techniques. For the avoidance of doubt, GSS shall have no responsibility for your use of any cryptology products/techniques available on or in conjunction with this Site in any jurisdiction in which you access the Site. It is your responsibility to ensure compliance with any relevant legislation relating to the use of cryptographic products/techniques. You agree to be compliant with any and all laws relating to cryptology prior to making use of any such technology on the Site, and you shall indemnify GSS against any liability arising as a result of your non-compliant use of the same.
10. Viruses, Hacking and Other Offences
10.1 You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of service attack.
10.2 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.
11. Third Party Services
11.1 The Site may contain links and/or advertisements to other websites maintained by us in addition to links to websites maintained by unrelated companies and persons. An advertisement of, or link to, a non-De Beers Group website does not mean that GSS approves, endorses or accepts any responsibility for that website, its content or use, or the use of products and services made available through such website, nor does it claim any trade association with the proprietors of such third party sites.
11.2 If you click-through to any third party website, either directly or indirectly through this Site, you acknowledge and agree that you shall be subject to the terms and conditions of usage applicable to such third party website. Any arrangement made by you with a third party as a result of you accessing another website via a link from the Site shall be an arrangement between you and the relevant third party and is at your sole risk and responsibility.
11.3 We are not responsible for the actions, content, accuracy, opinions expressed, privacy policies, products or services provided through these links or made available through these resources or appearing in such websites, nor for any damages or losses, directly or indirectly, caused or alleged to have been caused as a result of your use or reliance on such websites.
11.4 Such websites are not investigated, monitored or checked for accuracy, completeness or conformance with applicable laws and regulations by us. We do not make any representations whatsoever, or give any warranties of any kind, expressed, implied, or otherwise about other websites which you may access through the Site, the content thereof, or the products and/or services made available through such websites. If you decide to leave the Site and access these other websites, you do so at your own risk. All rules, policies (including privacy policies) and operating procedures of such websites will apply to you while on such websites.
12. Linking to the Site
12.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
12.2 You must not establish a link from any website that is not owned by you.
12.3 The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page. We reserve the right to withdraw linking permission without notice.
12.4 If you wish to make any use of material on our Site other than that set out above, please address your request to email@example.com
13. Restriction, Suspension and Termination
Access to the Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the Site without notice. We may restrict, suspend or terminate your access to the Site and/or your ability to avail of any of the services on the Site, including interactive services, at any time. Any such restriction, suspension or termination will be without prejudice to any rights which we may have against you in respect of any breach of these Terms and Conditions by you. We may also change, modify, substitute or remove without notice any information on the Site from time to time, remove the Site as a whole or any sections or features of the Site at any time. Please note that we have the ability to trace your IP address and if necessary contact your ISP in the event of a suspected breach of these Terms and Conditions.
14.2 The parties agree and acknowledge that they do not rely on, and shall have no remedy in respect of, any statement, warranty or understanding of any person other than as expressly set out in these Terms and Conditions.
14.3 Without prejudice to paragraph 8, the only remedy for either party for a breach of any provision of these Terms and Conditions shall be for breach of contract.
14.4 To the extent that software is available through the Site, such software may be subject to a licence agreement that is distributed or included with such software and you agree to comply with the terms and conditions of any such software licence agreements that we may communicate to you from time to time.
14.5 The failure by us to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision.
14.6 The parties intend each provision of these Terms and Conditions to be severable and distinct from the others. If any provision of these Terms and Conditions is held to be illegal, invalid or unenforceable, in whole or in part, the parties intend that the legality, validity and enforceability of the remainder of these Terms and Conditions shall not be affected.
14.7 All disclaimers, indemnities and exclusions in these Terms and Conditions shall survive termination.
14.8 We may without your prior permission cede, assign or otherwise transfer our rights and obligations in terms of these Terms and Conditions to third parties.
15. Law and Jurisdiction
16. Translation (Prevail Paragraph)
In the event there is a conflict between this English version of the Terms and Conditions and a translated version, this English version shall prevail.
17. Contact Information
De Beers Global Sightholder Sales (Pty) Limited is a company incorporated in the Republic of Botswana, with address at 3rd Floor, DTCB Building, Plot No 63016, Block 8, Airport Road, Gaborone, Botswana, and with registered number CO2008/5689.
De BeersTM, A Diamond is ForeverTM, DTCTM and ForevermarkTM are used under licence by De Beers UK Limited
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© De Beers Global Sightholder Sales (Pty) Limited 2019