Customer Terms and Conditions
AGREEMENT FOR THE PROVISION OF ACCESS TO AND USE OF TARMAC’S CUSTOMER WEB SITE BY TARMAC CUSTOMERS (“Customer”)
1. DEFINITIONS
In this Agreement the following terms and expressions have the following meanings unless inconsistent with the context:
“Business Day” Monday to Friday between 9.00am and 5.00pm excluding public or bank holidays in England;
“Commencement Date” means the date upon which the Customer accepts the terms of this Agreement by electronic communication or otherwise;
“Confidential Information” all information in respect of both parties’ business including any ideas, business methods, finance, prices, business, financial, marketing, development plans, details of customers, details of computer software and hardware, products, services, know-how concerning the development and marketing of products and/or services and information concerning customers or potential customers or suppliers and any other information which if disclosed would be liable to cause harm to a party;
“Content” subject matter, content and functionality of the Web Site;
“Intellectual Property Rights” any and all copyright, rights in databases, patents, trade marks, service marks, trade names, design rights, know how and all or any other intellectual or industrial property rights whether or not registered or capable of registration, howsoever arising and in whatever media, and any applications for the protection or registration of these rights and all renewals and extensions, whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto;
“Primary User” a User nominated by the Customer as Tarmac’s primary point of contact for the purposes of maintaining User access and who is responsible for creating, and disabling where appropriate, secure profiles for other authorised Users within the Customer’s organisation;
“Privacy Statement” Tarmac’s statement regarding the use of personal data as may be amended from time to time and as set out at https://portal.tarmac-connect.com/ and which as at the date of this Agreement is attached as Schedule 2;
“Tarmac” Tarmac Holdings Limited (Company number: 7533961) whose registered office is at Portland House, Bickenhill Lane, Solihull, B37 7BQ and its group companies being, where the context so permits, its subsidiaries, subsidiaries of its holding company from time to time or joint venture companies in which it or its holding company or its subsidiaries of its holding company from time to time directly or indirectly hold shares;
“Tarmac’s Standard Terms of Sale” Tarmac’s standard terms and conditions of sale available to be viewed at
https://www.tarmac.com/terms-and-conditions/
“Third Party Subscribers” any person not a party to this Agreement who is authorised by Tarmac to use the Web Site;
“Unauthorised User” any user of the Web Site who is not a User;
“User” or “Users” any natural person being an officer or an employee of the Customer nominated by the Customer and authorised by Tarmac to use the Web Site, including the Primary User;
“Web Site” Tarmac’s Connect Customer Portal web site at https://portal.tarmac-connect.com/ which permits the Customer to access the Content;
“Web Site Terms of Use” the terms and conditions of use of the Web Site by Users, including the Privacy Statement, as amended from time to time by Tarmac and displayed on the Web Site, the current of version which at the Commencement Date is as set out at Schedule 1.
2. INTERPRETATION
In this Agreement:
2.1 where the context so permits, the use of the singular includes the plural and vice versa;
2.2 reference to any one gender imports a reference to the masculine, feminine and neuter genders and references to persons will be construed so as to include natural and legal persons, including bodies corporate, unincorporated associations and partnerships;
2.3 reference to clauses of, and Schedules to, this Agreement are to clauses of and Schedules to this Agreement and (except where expressly stated) the Schedules shall have the same force and effect as if they were expressly set out in the main body of this Agreement; and
2.4 the terms “include”, “includes”, “included” and “including” apply without limitation.
3. ACCESS TO THE WEB SITE ETC
3.1 In consideration of the continuing business of the Customer, Tarmac shall provide access to the Web Site to the Customer on the terms of this Agreement.
3.2 Tarmac may in its sole discretion from time to time change the nature and description of the Web Site.
4. LICENCE
4.1 Tarmac grants to the Customer during the term of this Agreement a non-exclusive non-transferable licence to use the Web Site to obtain from Tarmac information relating to commercial activities between the parties. For this purpose, the Customer may permit Users to:
4.1.1 display and view the Content on-screen;
4.1.2 obtain copies of the Content; and
4.1.3 use Content,
subject to the compliance of the Users with the Web Site Terms of Use at all times.
4.2 Tarmac may suspend access to the Web Site or any part of it at any time for any reason, including:
4.2.1 if Tarmac suspects the Customer or any Users have breached the terms and conditions of this Agreement; or
4.2.2 if there is a security breach of the Web Site; or
4.2.3 to carry out maintenance work to the Web Site.
5. CUSTOMER’S RESPONSIBILITIES
5.1 The Customer shall procure that the Users read, accept and comply with the Web Site Terms of Use.
5.2 The Customer shall be responsible for the conduct of the Users while using the Web Site.
5.3 The Customer shall inform Users that Tarmac will store and use the User’s personal information in accordance with this Agreement and the Privacy Statement.
5.4 If a User ceases to be an officer or employee of the Customer or it is no longer appropriate for a User to have access to the Web Site, the Customer shall procure that the Primary User immediately withdraws that User’s access to the Web Site. In the event that the Primary User’s access should cease, the Customer shall notify Tarmac immediately so that access can be withdrawn by Tarmac and the Customer shall provide details of a replacement Primary User without delay.
5.5 The Customer acknowledges that because of the nature of the Internet that there may be interruption in the Customer’s access to the Web Site and acknowledges that having access to the Web Site is not a substitute for keeping its own physical records relating to the Content.
5.6 The Customer acknowledges that no web site can be guaranteed to be completely secure and that it is technically possible that the Content will be accessed by Unauthorised Users.
5.7 The Customer shall make its own provision for accessing the Web Site including ensuring the compatibility of its computer and telecommunications equipment and software.
5.8 The Customer agrees not to and to procure that Users shall not:
5.8.1 use the Web Site otherwise than as permitted by this Agreement and the Web Site Terms of Use;
5.8.2 use the Web Site or Content to violate any law of any applicable jurisdiction, including laws governing: advertising, alcohol, child protection, competition, drugs, encryption, exportation, food, financial services, firearms, gambling, importation, information systems, intellectual property, obscenity, personal data, privacy, securities, telecommunications and tobacco;
5.8.3 make available to any Unauthorised User, exploit for any commercial purpose (other than the use of the Content for the commercial purpose for which it is intended), or make any derivative work of the Web Site or Content;
5.8.4 commit a tortious or otherwise wrongful act, including to use the Web Site in any way that is harmful, threatening, abusive, harassing, tortious, defamatory, libellous, scandalous, vulgar, violent, obscene, libellous, pornographic, invasive of another's privacy, hateful, racially, ethnically or otherwise objectionable, infringing or violating the rights of any person, or is likely to cause emotional distress;
5.8.5 use the Web Site in any way which may infringe any Intellectual Property Rights of any party;
5.8.6 obtain or attempt to obtain unauthorised access to the Web Site, including accessing data not intended for the Customer, logging into a server or account which the Customer is not authorised to access, or probing the security of the Web Site or any Tarmac system, network, or account, or accessing the Web Site by any means other than the interface and procedure that is provided by Tarmac.
6. RESPONSIBILITY FOR CONTENT
6.1 Tarmac shall use all reasonable endeavours to ensure that the content of the Web Site is accurate.
6.2 Tarmac reserves the right at any time, without notice, to move, remove, suspend or refuse the inclusion of any Content without notice.
6.3 Where the Web Site contains linked to other sites and resources provided by third parties, these links are provided for information only. Such links should not be interpreted as approval or endorsement by us of those linked websites or information you may obtain from them. Tarmac accepts no responsibility or liability for the contents of web sites which are not under its control.
7. OPERATIONAL ISSUES
7.1 Subject to compliance by Tarmac with clause 15 (Data Protection), Tarmac may disclose the Content and personal details of any User to any third party if such disclosure is necessary:
7.1.1 for the purpose of providing Content to the Customer in an efficient manner;
7.1.2 by law;
7.1.3 to enforce or comply with the terms of this Agreement; or
7.1.4 to respond to claims that the Content infringes or restricts the rights of any party.
7.2 The parties acknowledge and agree that Tarmac may immediately deactivate any User accounts which are inactive for six months or from which the Web Site is used other than in accordance with this Agreement or the Web Site Terms of Use, and the Customer shall take such reasonable steps as are necessary to assist Tarmac in efficiently identifying and deactivating such User accounts.
7.3 Tarmac shall create an account for a Primary User nominated by the Customer and give access to the Web Site Terms of Use to such Primary User who shall be eligible to create secure profiles for Users nominated by the Customer to be able to access the Web Site subject to the Web Site Terms of Use. Users may access the Web Site once they have indicated their acceptance to the Web Site Terms of Use and use of the Web Site shall be deemed to be acceptance by the User of the Web Site Terms of Use for all purposes.
7.4 The Customer shall procure that each User chooses a password with the following parameters:
7.4.1 a minimum of eight characters;
7.4.2 a mixture of upper and lower case characters;
7.4.3 using at least one number;
7.4.4 using at least one symbol;
7.4.5 not contain part of the username;
7.4.6 not contain first or last name.
7.5 The Customer shall procure that each User:
7.5.1 does not reveal their user name and password to any person;
7.5.2 understands and adheres to the obligations imposed by clauses 7.2 to 7.6, and the Web Site Terms of Use.
7.6 The Customer shall, and shall procure that Users, only reveal user names and passwords to the relevant individual User and shall not be shared between Users.
7.7 Tarmac reserves the right to terminate the Primary User or any other Users access at any time without notice in the event that it suspects any breach of these Terms and Conditions or the Website Terms of Use.
8. ORDER REQUEST
8.1 This Clause applies to Tarmac’s customers who, by their acceptance of the terms of this Agreement on the Commencement Date, are granted access to Tarmac’s order request facility for the delivery of goods/performance of services in the United Kingdom only.
8.2 The Customer may use the order request facility by a series of actions which will only result in the creation of a contract for the sale of goods or as the case may be services when the contract is concluded in accordance with Clause 8.4
8.3 The series of actions referred to in Clause 8.2 is as follows:
8.3.1 Tarmac will send a Quotation for the relevant goods and/or services to the Customer by post, fax or email.
8.3.2 In response to the Quotation, the Customer will, using the order request facility available through the Web Site, send an electronic order request to Tarmac in respect of goods and/or services.
8.3.3 Tarmac will respond to the electronic order request with a message (electronic or by telephone) confirming whether or not Tarmac can fulfil the electronic order request and the price plus delivery charge and value added tax.
8.3.4 If Tarmac can fulfil the electronic order request, and the Customer then confirms the Customer’s order (electronically or by telephone) Tarmac will action the Customer’s order
8.4 Contracts are concluded at the point of order acknowledgement, the commencement of manufacture for made to order goods or the point of despatch for goods from stock, whichever is the earlier.
8.5 If a contract for the sale of goods and/or services is created, such contract shall incorporate and be subject to the edition of Tarmac’s Standard Terms of Sale applicable to the relevant goods or services. This shall be the edition posted on Tarmac's website at the time when the contract is concluded in accordance with Clause 8.4. To view Tarmac's Standard Terms and Conditions of Sale go to
http://www.tarmac.com/terms-and-conditions/
9. WARRANTIES
9.1 The Web Site is provided free of charge by Tarmac on an ‘as is’ basis. The Customer warrants that it has satisfied itself that use of the Web Site is appropriate for the use to which the Customer intends to put it.
9.2 Since access to the Web Site is provided free of charge and via the internet Tarmac does not warrant:
9.2.1 that the Web Site may be successfully uploaded or downloaded;
9.2.2 that access to the Web Site will be uninterrupted, secure or error-free;
9.2.3 that any errors in the Web Site or in any software comprising or relating to the Web Site will be corrected; or
9.2.4 that links to third party web sites (if any) will be appropriate.
9.3 Except as set out in this Clause 9 and Clause 12.3 (Limitation of Liability), Tarmac hereby excludes to the fullest extent permissible in law, all conditions, warranties and stipulations, express (other than those expressly set out in this Agreement) or implied, statutory, customary or otherwise relating to the Web Site which, but for such exclusion, would or might subsist in favour of the Customer.
10. COMPUTER VIRUSES
10.1 Each of the parties agree that it will use all reasonable endeavours to prevent any virus being exchanged. The Customer shall take such steps as are necessary to avoid the propagation by it of any computer viruses to Tarmac, including working to good industry standards and using commercially recognised and available virus checking systems including software and hardware.
10.2 In the event that a computer virus affects the Web Site the party discovering the computer virus shall inform the other party without delay. Both parties shall use their reasonable endeavours to reduce the effect of the computer virus.
11. INDEMNITY
11.1 The Customer shall indemnify and keep Tarmac indemnified against any and all costs, losses, claims, damages, proceedings or expenses (including legal costs) and any other liability arising out of a breach of the Web Site Terms of Use by the Customer and/or Users.
11.2 The Customer shall comply and shall procure the Users comply with any applicable laws, regulations and conditions governing this Agreement or the activities envisaged by this Agreement and shall indemnify and keep Tarmac indemnified against any breach by the Customer or the Users of such laws, regulations and conditions.
12. LIMITATION OF LIABILITY
12.1 The Customer acknowledges that access to the Web Site is provided free of charge by Tarmac and expressly agrees that the following exclusions and limitations of liability are fair as the amount of damages otherwise awardable to the Customer for a breach by Tarmac of this Agreement would be disproportionately greater than the value of Tarmac’s obligations under this Agreement.
12.2 Except as provided in clauses 9 (Warranties) and 12.3 Tarmac, its officers, employees agents and/or sub-contractors, shall be under no liability to the Customer whatsoever (whether in contract, tort (including negligence), breach of confidence, breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (and direct, indirect and consequential loss include pure economic loss, loss of use, loss of revenue, loss of profits, loss of business, loss of data, depletion of goodwill and similar loss) howsoever caused arising out of or in connection with:
12.2.1 any breach by Tarmac of any of the express or implied terms of this Agreement;
12.2.2 any use made by the Customer of any part of the Web Site;
12.2.3 any statement (except fraudulent mis-statement) made or not made, or advice given or not given, by or on behalf of Tarmac.
12.3 Notwithstanding anything to the contrary in this Agreement, Tarmac does not exclude its liability (if any) to the Customer for:
12.3.1 personal injury or death resulting from Tarmac’s, or its officers’, employees’, agents’ or sub-contractors’, negligence;
12.3.2 for fraud; or
12.3.3 for any matter which it would be illegal for Tarmac to exclude or to attempt to exclude its liability,
but nothing in this Clause 12 confers any right or remedy upon the Customer to which it would not otherwise be entitled.
13. TERM
This Agreement will start on the Commencement Date and will continue until terminated pursuant to Clause 14 (Termination).
14. TERMINATION
14.1 This Agreement shall terminate forthwith:
14.1.1 if either party gives not less than one month’s written notice of termination to the other party;
14.1.2 if Tarmac gives the Customer not less than one month’s written notice of Tarmac’s intention to discontinue providing access to the Web Site to its customers (including the Customer); or
14.1.3 if the Customer:
14.1.3.1 ceases to be an existing customer of Tarmac; or
14.1.3.2 goes into liquidation, either compulsory or voluntary, or if a receiver, administrative receiver or administrator is appointed in respect of the whole or any part of the Customer’s assets, or any similar event occurs.
14.2 In the event of a breach by either party of any provisions of this Agreement, the other party may serve notice to remedy the breach within 14 days (or longer if stated in the notice). If the breaching party fails to remedy the breach within the notice period, the other party may at any time on written notice terminate this Agreement with immediate effect.
14.3 In the event that this Agreement terminates, for whatever reason:
14.3.1 the rights granted to the Customer under this Agreement shall cease;
14.3.2 the Customer shall and shall procure that Users immediately stop using the Web Site.
15. CONFIDENTIALITY
15.1 The Customer shall and shall procure that its Users shall keep confidential:
15.1.1 the terms of this Agreement; and
15.1.2 any and all Confidential Information that it may acquire in relation to Tarmac.
15.2 The Customer shall not use Tarmac’s Confidential Information for any purpose other than to perform the Customer’s obligations under this Agreement. The Customer shall ensure that Users and its officers and employees comply with the provisions of this Clause 15.
15.3 The obligations set out in this clause 15 do not apply to any information, which:
15.3.1 is publicly available or becomes publicly available through no act or omission of the Customer or a User; or
15.3.2 is required to be disclosed by order of a court or regulatory body of competent jurisdiction.
16. DATA PROTECTION
The Customer shall procure that Users give any necessary consent to the use by Tarmac of Users’ personal data for the purpose of Tarmac performing its obligations in this Agreement. The Customer acknowledges that if such consent is not forthcoming from a particular User, that User will not be granted access to the Web Site
17. ENTIRE AGREEMENT/NO RELIANCE
17.1 This Agreement together with any document expressly referred to in this Agreement contain the entire agreement between the parties relating to the subject matter covered and supersede any previous agreements, arrangements, representations and statements written, customary or oral, between the parties in relation to such matters.
17.2 Each party acknowledges that it is not entering into this Agreement in reliance on any representation of the other except those contained in this Agreement.
18. SEVERABILITY
In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either of the parties from any relevant competent authority, Tarmac shall be entitled to amend that provision in such reasonable manner as achieves the intention of the parties without illegality and the remaining provisions of this Agreement shall remain in full force and effect.
19. RIGHT TO ASSIGN
19.1 The Customer may not assign the benefit and/or delegate the burden of this Agreement without the prior written consent of Tarmac which Tarmac may in its absolute discretion withhold.
19.2 Tarmac may assign the benefit and/or may delegate the burden of this Agreement including by appointing any sub-contractor to perform Tarmac’s obligations in this Agreement.
20. NOTICES
Any notice or other communication required or permitted under this Agreement shall be in writing addressed to the recipient at its address stated at the beginning of this Agreement and shall be deemed to have been duly given:
20.1 if delivered personally, upon delivery;
20.2 if properly addressed and posted by first class recorded delivery mail, three Business Days after posting.
21. NO WAIVER
No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
22. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person firm or company not a party to it. The parties reserve the right to rescind or vary this Agreement or vary any term of it by written agreement between themselves, without the consent of any other person, firm or company.
23. FORCE MAJEURE
Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of this Agreement if it is due to any event beyond the reasonable contemplation and control of the party so prevented including strikes, protests, lockouts or other forms of industrial action (in each case whether involving the workforce of the party so prevented or any other party), acts of God, war or national emergency, an act of terrorism, riot, civil commotion, malicious damage or access to the Web Site, unauthorised or improper use of the Web Site by any person, introduction of any software which causes an interruption or problem with the Web Site, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of hardware, software, computer programs, plant or machinery, fire, explosion, adverse weather or default or delays of suppliers or sub-contractors.
24. VARIATION
Subject to the terms of this Agreement, this Agreement may only be varied or amended in writing and signed by a Director or other duly authorised officer of each of the parties, specifically referring to this clause and stating that this Agreement is varied in the manner specified.
25. NO PARTNERSHIP
Nothing contained in this Agreement, and no action taken by the parties pursuant to this Agreement, will be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. Neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party’s behalf.
26. DISPUTE RESOLUTION AND LAW
26.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (“Dispute”) then the parties shall follow the procedure set out in this clause:
26.1.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, nominated representatives of each of the Customer and Tarmac shall attempt in good faith to resolve the Dispute;
26.1.2 if the nominated representatives of the Customer and Tarmac are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to a director of each of the Customer and Tarmac who shall attempt in good faith to resolve it;
26.1.3 if the directors of the Customer and Tarmac are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice (in this clause “the Mediation Start Date”). If the Dispute is not settled within twenty Business Days of the Mediation Start Date (“in this clause the “Resolution Period”) the provisions of 26.3 shall apply.
26.2 No party may commence any court suit, action or proceedings or arbitration (in this Clause “Proceedings”) in relation to any Dispute until that party has attempted to settle the Dispute by mediation in accordance with Clause 26.1.3 and either the mediation has terminated or the other party has failed to participate in the mediation by the Mediation Start Date, except that the right to issue Proceedings is not prejudiced by such failure to participate.
26.3 If the parties have not resolved the Dispute by the end of the Resolution Period the courts of England and Wales have exclusive jurisdiction to settle the Dispute and to hear and decide any Proceedings relating to the Dispute and for these purposes each party irrevocably submits to the jurisdiction of the courts of England and Wales.
26.4 Process by which any Proceedings are begun in England and Wales may be served by delivery in accordance with Clause 20 (Notices). Nothing contained in this Clause 26.4 or Clause 20 (Notices) affects the right to serve process in another manner permitted by law.
26.5 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties hereby submit to the non exclusive jurisdiction of the Courts of England and Wales.
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SCHEDULE 1
TERMS AND CONDITIONS OF WEBSITE USE – ALL USERS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
WE MAY MAKE CHANGES TO THESE TERMS – YOU ARE EXPECTED TO CHECK THIS PAGE FROM TIME TO TIME TO TAKE NOTICE OF ANY CHANGES WE MAKE AS THEY ARE BINDING ON YOU.
You have been granted access to our site following an agreement between Tarmac (as defined below) and a customer of Tarmac (the “Customer”) (“Agreement”). Such Customer has nominated you to have access to our site, through which we provide content for use by the Customer and its officers and employees.
WHAT’S IN THESE TERMS?
These terms tell you the rules for using Tarmac’s Connect Customer Portal website https://portal.tarmac-connect.com/ (“our site”).
Access to our site is exclusive to officers or employees of existing Tarmac Customers and is subject to acceptance of these terms of use.
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WHO WE ARE AND HOW TO CONTACT US
Tarmac’s Connect Customer Portal, https://portal.tarmac-connect.com/, is a site operated by Tarmac Holdings Limited (“we”). We are a limited company registered in England and Wales under company number 7533961 and have our registered office at Portland House, Bickenhill Lane, Solihull, B37 7BQ.
References to “we”, “us”, “our” and “Tarmac” throughout these terms shall refer to Tarmac Holdings Limited and/or, where the context so permits, our subsidiaries, subsidiaries of our holding company from time to time or joint venture companies in which we or our holding company or the subsidiaries of our holding company from time to time directly or indirectly hold shares.
Our main trading address is Portland House, Bickenhill Lane, Solihull, B37 7BQ. Our VAT number is 143 776 102.
To contact us, please email enquiries@tarmac.com.
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BY USING OUR SITE YOU ACCEPT THESE TERMS
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By using our site:
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you confirm that:
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you accept these terms of use and that you agree to comply with them
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you agree to terms of the agreement entered into between Tarmac and its Customer relating your use of our site;
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you are a current officer or employee of an existing Customer of Tarmac;
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you have the ongoing authority of the Customer to access the Customer’s secure area of our site;
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you will not access our site if you cease to be an officer or employee of the Customer or if you are informed by the Customer that you are not permitted to do so;
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you shall use commercially recognised and available virus checking systems and software and in the event that you discover any virus which may compromise our site you shall notify us immediately; and
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you shall comply with any applicable laws, regulations and conditions governing these Terms of Use or the activities envisaged by these Terms of Use;
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you acknowledge that:
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nothing on our site is intended to be nor should be construed as an offer by us to enter into a contractual relationship and you agree not to attempt to enter into a contractual relationship with us through use of our site save that you are permitted to take the pre-contractual steps which are involved in the use of our ‘Request a Call Off Facility’;
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by the nature of internet access and use there may be an interruption in the availability of our site;
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no website can be guaranteed to be completely secure and that it is technically possible that any content on our site may be accessed by unauthorised users; and
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you have satisfied yourself that use of our site is compatible with your computer and telecommunications equipment and software;
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you agree not to:
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unlawfully use our site;
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make available to any third party, exploit for any commercial purpose (other than for the purposes permitted pursuant to clause 8.1, or make any derivative work of our site;
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commit a tortious or otherwise wrongful act, including post or communicate any materials to our site or in any way use our site in any way that is wrongful, harmful, threatening, abusive, harassing, tortious, defamatory, libellous, scandalous, vulgar, violent, obscene, libellous, pornographic, invasive of another's privacy, hateful, racially, ethnically or otherwise objectionable, infringing or violating the rights of any person, or is likely to cause emotional distress;
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upload or otherwise transmit any material or otherwise use our site in any way which may infringe any intellectual property rights of any natural or legal person;
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upload or otherwise transmit any unsolicited or unauthorised advertising or any other form of solicitation;
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upload or otherwise transmit any material that contains computer software viruses, harmful computer code, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
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upload or otherwise transmit any other computer code, files or programs not approved by us; and
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obtain or attempt to obtain unauthorised access to our site or any other web site operated by Tarmac. This includes accessing data not intended for you, logging into a server or account you are not authorised to access, or probing the security of any system, network, or account, or accessing our site by any means other than the interface and procedure that is provided to you.
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In respect of the access temporarily granted to you by the Primary User nominated by the Customer, you:
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acknowledge that login details are for the sole use of the person to whom they are issued;
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confirm that you shall maintain the confidentiality of your login and shall not share your password or other account access information with any other party, temporarily or permanently;
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confirm that in the event that you become aware that your login details have been compromised or may have been used in an unauthorised way, you shall immediately notify Tarmac;
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agree, for security reasons, that you will choose a password within the following parameters:
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a minimum of eight characters;
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a mixture of upper and lower case characters;
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use at least one number;
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use at least one symbol (e.g. !@#$%^&*);
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does not contain part of username; and
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does not contain first or last name;
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acknowledge that Tarmac shall not be liable for any unauthorised or improper use or disclosure of any password; and
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acknowledge that Tarmac reserves the right to withdraw your login at anytime at its absolute discretion and without any notification or explanation.
If you do not agree to these terms or do not have the authority of the Customer, you must not use our site.
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THERE ARE OTHER TERMS THAT MAY APPLY TO YOU
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These terms of use refer to the following additional terms, which also apply to your use of our site:
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Our Privacy Policy https://portal.tarmac-connect.com/, and click ‘Privacy statement’. See further under ‘How we may use your personal information’.
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Our Cookie Policy https://portal.tarmac-connect.com/, and click ‘Cookie policy’, which sets out information about the cookies on our site.
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If you purchase goods from our site, our Terms and Conditions of Supply https://www.tarmac.com/terms-and-conditions/ will apply to the sales.
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WE MAY MAKE CHANGES TO THESE TERMS
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 31 October 2019.
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WE MAY MAKE CHANGES TO OUR SITE
We may update and change our site from time to time to reflect changes to our products, our users’ needs and our business priorities.
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WE MAY SUSPEND OR WITHDRAW OUR SITE
6.1Our site is made available free of charge.
6.2We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
6.3You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
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WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE
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We may assign our rights and obligations under these terms to another organisation.
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You may not assign your rights or obligations under these terms without our prior written consent which we may at our absolute discretion withhold.
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HOW YOU MAY USE MATERIAL ON OUR SITE
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LICENCE
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Tarmac grants you a non-exclusive non-transferable licence to use our site to receive information from us relating to commercial activities between us and the Customer and to use our ‘Request to Call Off’ facility. For these purposes you may display, view and obtain copies of content from our site and otherwise use our site in accordance with these Terms.
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We may suspend your access to our site or any part of it at any time for any reason. We may terminate your right to access our site at any time without notice.
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You acknowledge and agree that unlawful or unauthorised use by you of our site may give rise to a claim against you AS AN INDIVIDUAL and/or be a CRIMINAL OFFENCE.
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INTELLECTUAL PROPERTY
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We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved by Tarmac.
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You may print off one copy, and may download extracts, of any page(s) from our site only to the maximum extent necessary for the purpose of fulfilling your role within the Customer’s organisation relating to the Customer’s account with Tarmac and you may draw the attention of others within the Customer’s organisation to content posted on our site for the same purpose.
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You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
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Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
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You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
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If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
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‘Tarmac’ and ‘the circle logo’ are registered trade marks of Tarmac. You are not permitted to use them without our approval.
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WEBSITE LINKS
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Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval or endorsement by us of those linked websites or information you may obtain from them.
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We have no control over the contents of those sites or resources and subject to clause 12 Tarmac accepts no responsibility or liability for the contents of other web sites which are not under the control of Tarmac.
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You may not create a link to our site.
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HOW WE MAY USE YOUR PERSONAL DETAILS
YOU SHOULD READ THIS CLAUSE CAREFULLY
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Subject to compliance by Tarmac with applicable law and its privacy policy, we may disclose your personal details to any third party if such disclosure is necessary:
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For the purpose of providing our site to third parties who do business with us in an efficient manner;
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By law; or
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To enforce or comply with the terms of our Agreement with the Customer; or to respond to claims that our site infringes or restricts the rights of any party.
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DO NOT RELY ON INFORMATION ON THIS SITE
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We shall use reasonable efforts to ensure that any content which we uploaded to or published on our site is accurate.
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We reserve the right at any time, without notice, to move, remove, suspend or refuse the inclusion of any material on our site.
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WARRANTIES
YOU SHOULD READ THIS CLAUSE CAREFULLY
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Our site is provided free of charge on an access basis. You warrant that you have satisfied yourself that our site is appropriate for the use to which you intend to put it.
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Since our site is provided free of charge and via the internet, we do not warrant that:
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our site may be successfully uploaded or downloaded;
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your access to our site will be uninterrupted, secure or error free;
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any errors in our site or any software comprising or relating to our site will be corrected; or
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links to third party web sites will be appropriate.
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Except as set out in this clause 11 and clause 12.3 (Limitation of Liability) we hereby exclude to the fullest extent permissible by law, all conditions, warranties and stipulations, express (other than those expressly set out in these Terms) or implied, statutory, customary or otherwise which, but for such exclusion would or might subsist in your favour.
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LIMITATION OF LIABILITY
YOU SHOULD READ THIS CLAUSE CAREFULLY
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You acknowledge that our site is provided free of charge by Tarmac and expressly agree that the following exclusions and limitations of liability are fair as otherwise the amount of damages otherwise awardable to you (or the Customer) for a breach by Tarmac of these Terms would be disproportionately greater than the value of our obligations under these Terms.
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Except as provided in clause 11 (Warranties) and 12.3, Tarmac and its officers, employees agents and/or sub-contractors, will be under no liability to you whatsoever (whether in contract, tort (including negligence and breach of confidence), breach of statutory duty, restitution or otherwise), for any injury, death, damage or direct, indirect or consequential loss (all three of which latter terms include, without limitation, pure economic loss, loss of use, loss of revenue, loss of profits, loss of business, loss of data, depletion of goodwill and like loss) howsoever caused arising out of or in connection with your use of our site. THIS MEANS THAT Tarmac HAS NO LIABILITY TO YOU FOR YOUR USE OF OUR SITE EXCEPT AS STATED IN CLAUSE 12.3.
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Notwithstanding anything to the contrary in these Terms, we do not exclude our liability (if any) to you for personal injury or death resulting from our, or our officers, employees, agents and/or sub-contractors, negligence, for fraud, or for any other matter which will be illegal for us to exclude or to attempt to exclude our liability but nothing in this Clause 12 confers any right or remedy upon you to which you would not otherwise be entitled.
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CONFIDENTIALITY
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You will keep confidential any information you acquire relating to or through your use of our site.
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The obligations in 13.1 will not apply to any information which:-
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is publicly available or becomes publicly available through no act or omission of yours; or
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you are required to disclose by order of a court of competent jurisdiction.
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ENTIRE AGREEMENT/NO RELIANCE
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These Terms of Use together with any document expressly referred to within them including the Privacy Policy and Agreement between Tarmac and the Customer contain the entire agreement between the parties relating to the subject matter covered and supersede any previous agreements, arrangements, representations and statements, written, customary or oral, between the parties in relation to such matters.
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Each party acknowledges that it is not entering into these Terms of Use in reliance on any representation of the other except those contained in these Terms of Use.
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SEVERABILITY
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In the event that any provision of these Terms of Use is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either of the parties from any relevant competent authority, Tarmac shall be entitled to amend that provision in such reasonable manner as achieves the intention of the parties without illegality and the remaining provisions of these Terms of Use shall remain in full force and effect.
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RIGHT TO ASSIGN
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You may not assign the benefit and/or delegate the burden of these Terms of Use without the prior written consent of Tarmac which Tarmac may in its absolute discretion withhold.
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Tarmac may assign the benefit and/or may delegate the burden of these Terms of Use.
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NOTICES
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Any notice or other communication required or permitted under these Terms of Use shall be in writing to your e-mail address given to Tarmac by the Customer, or to Tarmac if sent to enquiries@tarmac.com and shall be deemed to have been duly given if receipt is confirmed by or on behalf of the intended recipient whether in writing, electronically or verbally.
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NO WAIVER
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No failure or delay by any party to exercise any right, power or remedy will operate as a waiver nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
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CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
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The parties to these Terms of Use do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person firm or company not a party to it. The parties reserve the right to rescind or vary these Terms of Use or vary any term of it by written agreement between themselves, without the consent of any person, firm or company.
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FORCE MAJEURE
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Neither party will be liable to the other for any failure or delay or for the consequences of any failure or delay in performance of these Terms of Use if it is due to any event beyond the reasonable contemplation and control of the party so prevented including, without limitation strikes, protests, lockouts or other forms of industrial action (in each case whether involving the workforce of the party so prevented or any other party), acts of God, war or national emergency, an act of terrorism, riot, civil commotion, malicious damage or access to this web site, unauthorised or improper use of this web site by any person, introduction of any software which causes an interruption or problem with this web site, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of hardware, software, computer programs, plant or machinery, fire, explosion, adverse weather or default in delays of suppliers or sub-contractors.
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VARIATION
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Subject to the terms of this agreement, this agreement may only be varied or amended in writing by Tarmac, by posting a revised version of these Terms of Use at the appropriate section of our site. You agree to check frequently our site for any revised versions of these Web Site Terms of Use and by your use of our site you shall be deemed to have accepted any revised version which has been posted as aforesaid.
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NO PARTNERSHIP
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Nothing contained in these Terms of Use, and no action taken by the parties pursuant to these Terms of Use, will be deemed to constitute a relationship between the parties of partnership, joint venture, principal and agent or employer and employee. Neither party has, nor may it represent that it has, any authority to act or make any commitments on the other party’s behalf.
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GOVERNING LAW
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These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales including formation and interpretation and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.
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ACCEPTANCE OF AGREEMENT
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YOUR USE OF THIS WEB SITE INDICATES YOUR ACCEPTANCE OF THESE TERMS OF USE.
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HOW TO COMPLAIN ABOUT CONTENT UPLOADED BY OTHER USERS
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If you wish to complain about content uploaded by other users, please contact us on enquiries@tarmac.com.
